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SEC Comment Letter for Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650) (CQP) — Nov 3, 2015

Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)
Date: Nov. 3, 2015 · CIK: 0001383650 · Accession: 0000000000-15-052495

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
December 31, 2014
Author
/s/ William H. Thompson
Form
UPLOAD
Company
Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)

Letter

Mail Stop 3561 November 2 , 2015 Michael J. Wortley Chief Financial Officer Cheniere Energy, Inc. 700 Milam St. Suite 1900 Houston, TX 77002

Re: Cheniere Energy, Inc . Cheniere Energy Partners LP Holdings, LLC Cheniere Energy Partners, L.P. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 20 , 2015 Cheniere Energy Partners LP Holdings, LLC Form 10 -Q for the Quarterly Period Ended September 30, 2015 Filed October 30, 2015 File No s. 1-16383 , 1-36234 and 1 -33366

Dear Mr. Wortley :

We have limited our review of your filings to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Cheniere Energy, Inc.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Reports of Independent Registered Public Accounting Firm

Internal Control Over Financial Reporting, page 64

1. We note the Report of Independent Registered Public Accounting Firm with regards to internal control over financial reporting refers to Cheniere Energy Inc. but does no t also

Michael J. Wortley Cheniere Energy, Inc. November 2, 2015 Page 2

include a reference to the subsidiaries of the Company. We note this was also the case for the Reports included in the filings for Cheniere Energy Partners, L.P. and Cheniere Energy Partners LP Holdings, LLC. Please have your auditor explain to u s whether their audits included the subsidiaries of each registrant and why their reports did not include a reference to the subsidiaries.

Cheniere Energy Partners LP Holdings, LLC

Form 10 -Q for the Quarterly Period Ended September 30, 2015

Exhibits 31

2. We note your Form 10 -K for fiscal year ended December 31, 2014 contains management’s internal control report as required by Item 308(a) of Regulation S -K. As such, the certifications should include the introductory language in paragraph 4 and paragraph 4(b) that refers to the certifying officers' responsibility for establishing and maintaining internal control over financial reporting in order to conform exactly to the certification requirements outlined in Item 601(b)(31)(i) of Regulation S -K. Please f ile an amendment to include currently dated and signed certifications that include the language required by Item 601(b)(31)(i) of Regulation S -K. You may provide an abbreviated amendment that consists of a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Please note that this comment also applies to Form 10 -Q for the quarters ended March 31, 2015 and June 30, 2015.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Michael J. Wortley Cheniere Energy, Inc. November 2, 2015 Page 3

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Donna Di Silvio, Staff Accountant, at (202) 551 -3202 if you have questions regarding our comment s. Please contact me at (202) 551 -3344 with any other questions.

Sincerely,
/s/ William H. Thompson

Show Raw Text
Mail Stop 3561

November 2 , 2015

Michael J. Wortley
Chief Financial  Officer
Cheniere Energy, Inc.
700 Milam St. Suite 1900
Houston, TX 77002

Re: Cheniere Energy, Inc .
Cheniere Energy  Partners LP Holdings, LLC
 Cheniere Energy Partners, L.P.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 20 , 2015
Cheniere Energy Partners LP Holdings, LLC
Form 10 -Q for the Quarterly Period Ended  September 30, 2015
Filed October 30, 2015
File No s. 1-16383 , 1-36234  and 1 -33366

Dear Mr.  Wortley :

We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Cheniere Energy, Inc.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Reports of Independent  Registered Public Accounting Firm

Internal Control Over Financial Reporting, page 64

1. We note the Report of Independent Registered Public Accounting Firm with regards to
internal control over financial reporting refers to Cheniere Energy Inc. but does no t also

 Michael J. Wortley
 Cheniere Energy, Inc.
 November  2, 2015
 Page 2

 include a reference to the subsidiaries of the Company.  We note this was also the case
for the Reports included in the filings for Cheniere Energy Partners, L.P.  and Cheniere
Energy Partners LP Holdings, LLC.  Please have your auditor explain to u s whether their
audits included the subsidiaries of each registrant and why their reports did not include a
reference to the subsidiaries.

Cheniere Energy Partners LP Holdings, LLC

Form 10 -Q for the Quarterly Period Ended September 30, 2015

Exhibits 31

2. We note your Form 10 -K for fiscal year ended December 31, 2014 contains
management’s internal control report as required by Item 308(a) of Regulation S -K.  As
such, the certifications should include the introductory language in paragraph 4 and
paragraph 4(b) that refers to the certifying officers' responsibility for establishing and
maintaining internal control over financial reporting in order to conform exactly to the
certification requirements outlined in Item 601(b)(31)(i) of Regulation S -K.  Please f ile
an amendment to include currently dated and signed certifications that include the
language required by Item 601(b)(31)(i) of Regulation S -K.  You may provide an
abbreviated amendment that consists of a cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certification.  Please note that this comment also
applies to Form 10 -Q for the quarters ended March 31, 2015 and June 30, 2015.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they  are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 Michael J. Wortley
 Cheniere Energy, Inc.
 November  2, 2015
 Page 3

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding our comment s.  Please
contact me at (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
       Office of Consumer Products