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
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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