UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-33366
Cheniere Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
20-5913059 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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700 Milam Street, Suite 800
Houston, Texas |
77002 |
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(Address of principal executive offices) |
(Zip Code) |
(713) 375-5000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The issuer had 26,416,357 common units and 135,383,831 subordinated units outstanding as of July 31, 2009.
EXPLANATORY NOTE
Cheniere Energy Partners, L.P. is filing this Amendment No. 1 (“Amendment”) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 which was originally filed with the Securities and Exchange Commission on May 8, 2009 (the “Quarterly Report”). This
Amendment amends the certifications of the Chief Executive Officer and Chief Financial Officer originally filed as Exhibits 31.1 and 31.2, which inadvertently omitted certain language required to be included. Specifically, the reference to internal control over financial reporting in paragraph 4 and subparagraph 4(b) were not included in the certifications of the Chief Executive Officer and Chief Financial Officer in the Quarterly Report.
This Amendment should be read in conjunction with the Quarterly Report, which continues to speak as of the date of the Quarterly Report. Other than as set forth above, this Amendment does not modify or update disclosures in the Quarterly Report. Accordingly, this Amendment
does not reflect events occurring after the filing of the Quarterly Report or modify or update any related or other disclosures.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CHENIERE ENERGY PARTNERS, L.P. |
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By: Cheniere Energy Partners GP, LLC, its general partner |
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/s/ JERRY D. SMITH |
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Jerry D. Smith
Chief Accounting Officer |
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(on behalf of the registrant and as principal accounting officer) |
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Date: August 6, 2009 |