SEC Company Response from Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650) (CQP) — Sep 16, 2011
Cheniere Energy Partners, L.P. (CQP) (CIK 0001383650)
Date: Sept. 16, 2011 · CIK: 0001383650 · Accession: 0001383650-11-000056
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33366
Referenced dates: August 23, 2011, June 14, 2011
Letter
Securities and Exchange Commission Filed March 3, 2011 Form 10-Q for the Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-33366
Dear Mr. Mew:
On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the response of the Partnership to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 23, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”) and Form 10-Q for the fiscal quarter ended March 31, 2011 (the “10-Q”). For your convenience, the response is prefaced by the exact text of the Staff's comment.
The Partnership acknowledges the following: (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K and 10-Q; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 10-K and 10-Q; and (iii) the Partnership 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.
Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.
Sincerely,
/s/ Meredith S. Mouer
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CORRESP 1 filename1.htm CQP 2011 CORRESP SEC Comment Letter Response V 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com September 16, 2011 Mr. Andrew D. Mew Accounting Branch Chief Securities and Exchange Commission 100 F Street N.E., Stop 7010 Washington, D.C. 20549 Re: Cheniere Energy Partners, L.P. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 3, 2011 Form 10-Q for the Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-33366 Dear Mr. Mew: On behalf of Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), we enclose the response of the Partnership to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 23, 2011 with respect to the Partnership's Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-33366) (the “10-K”) and Form 10-Q for the fiscal quarter ended March 31, 2011 (the “10-Q”). For your convenience, the response is prefaced by the exact text of the Staff's comment. The Partnership acknowledges the following: (i) the Partnership is responsible for the adequacy and accuracy of the disclosure in the 10-K and 10-Q; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 10-K and 10-Q; and (iii) the Partnership 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. Please let us know if you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process. Sincerely, /s/ Meredith S. Mouer Meredith S. Mouer cc: Meg A. Gentle (Cheniere Energy Partners, L.P.) Austin Beijing Dallas Houston London New York The Woodlands Washington, DC Cheniere Energy Partners, L.P. Form 10-K and Form 10-Q (File No. 001-33366) Partnership's Response to SEC Comment Letter dated August 23, 2011 Form 10-K for the Fiscal Year Ended December 31, 2010 Consolidated Financial Statements Consolidated Statements of Operations, page 51 1. We note your response to comment one in our letter dated June 14, 2011 and the accompanied SAB 99 analysis. However, we remain unclear about your basis for not amending the Form 10K for the fiscal year ended December 31, 2010 and the Form 10-Q for the quarterly period ended March 31, 2011 in light of the fact that EPU presentation is an important GAAP metric as well as an integral part of your GAAP financial statements. We continue to believe that you should amend the above referenced Form 10-K and Form 10-Q accordingly. Response: On September 12, 2011, the Partnership restated its 10-K and 10-Q to present earnings per common unit instead of the combined earnings per limited partner unit on its Consolidated Statements of Operations and in the related disclosure. 2