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SEC Company Response from Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650) (CQP) — Mar 16, 2007

Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)
Date: March 16, 2007 · CIK: 0001383650 · Accession: 0001193125-07-056225

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-139572

Date
March 15, 2007
Author
Secretary
Form
CORRESP
Company
Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)

Letter

Securities and Exchange Commission Attention: Mr. H. Christopher Owings Securities and Exchange Commission Attention: Mr. H. Christopher Owings Re: Cheniere Energy Partners, L.P. (the “Partnership”) Registration Statement on Form S-1 (File No. 333-139572) (the “Registration Statement”)

Dear Ladies and Gentlemen:

As representatives of the several underwriters of the Partnership’s proposed public offering, we hereby join the Partnership’s request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on March 20, 2007 at 2:00 P.M., Eastern Daylight Time, or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)

Date of preliminary prospectus: March 7, 2007

(ii)

Dates of distribution: March 8, 2007—March 16, 2007

(iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 9

(iv)

Number of prospectuses so distributed: approximately 18,265

(v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Citigroup Global Markets Inc.

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 Cheniere Energy Partners, L.P.

 717 Texas Avenue, Suite 3100

 Houston, Texas 77002

 March 15, 2007

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 7010

 Washington, D.C. 20549-7010

 Attention: Mr. H. Christopher Owings

Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(No. 333-139572) of Cheniere Energy Partners, L.P.

 Ladies and Gentlemen:

 On behalf of Cheniere Energy Partners, L.P. (the “Company”), and pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 2:00 p.m., Washington, D.C. time, on Tuesday,
March 20, 2007, or as soon thereafter as practicable. The Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

•

 the Company may not assert the Commission’s comments or the declaration of the Registration Statement’s effectiveness as a defense in any proceedings
initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CHENIERE ENERGY PARTNERS, L.P.

By:

/s/ Anne V. Vaughan

 Name:

Anne V. Vaughan

 Title:

Secretary

 March 15, 2007

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. H. Christopher Owings

 Re:

 Cheniere Energy Partners, L.P. (the “Partnership”)

 Registration Statement on Form S-1 (File No. 333-139572) (the “Registration Statement”)

 Dear Ladies and Gentlemen:

 As representatives of the several underwriters of the Partnership’s proposed public offering, we hereby join the Partnership’s request that the effective date
of the above-captioned Registration Statement be accelerated so that the same will become effective on March 20, 2007 at 2:00 P.M., Eastern Daylight Time, or as soon as practicable thereafter.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i)

Date of preliminary prospectus: March 7, 2007

 (ii)

Dates of distribution: March 8, 2007—March 16, 2007

 (iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 9

 (iv)

Number of prospectuses so distributed: approximately 18,265

 (v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Citigroup Global Markets Inc.

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 CREDIT
SUISSE SECURITIES (USA) LLC

 By:

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ John C. Cocchiarella

Name:

John C. Cocchiarella

Title:

Senior Vice President