As filed with the Securities and Exchange Commission on March 20, 2007

Registration No. 333-          

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 


CHENIERE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 


 

Delaware   2813   20-5913059

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

717 Texas Avenue, Suite 3100

Houston, Texas 77002

(713) 659-1361

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Don A. Turkleson

Chief Financial Officer

717 Texas Avenue, Suite 3100

Houston, Texas 77002

(713) 659-1361

(Name, address, including zip code, and telephone number including area code, of agent for service)

 


Copies to:

 

Geoffrey K. Walker

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

(713) 220-4200

 

Joshua Davidson

Sean T. Wheeler

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

 


Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ 333-139572

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

 


CALCULATION OF REGISTRATION FEE

 

 
Title of Each Class of
Securities to be Registered
  Proposed Maximum
Aggregate Offering
Price(1)(2)(3)
  Amount of
Registration Fee(3)

Common Units representing limited partner interests

  $326,025,000   $742
 
(1)   Includes common units issuable upon exercise of the underwriters’ over-allotment option.
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3)   Based on the initial public offering price of $21.00 per common unit. The registrant previously paid registration fees of $32,301 under a registration statement on Form S-1, as amended (File No. 333-139572), with respect to common units having a proposed maximum aggregate offering price of $301,875,000. The maximum aggregate offering price of the additional securities registered hereby is $24,150,000, and the registration fee payable in respect thereof is $742. Such amount will be paid promptly in accordance with the rules of the Securities and Exchange Commission.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission, in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 



EXPLANATORY NOTE

This registration statement relates to the registrant’s Registration Statement on Form S-1 (Registration No. 333-139572) filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2006, as amended, which covers up to 14,375,000 Common Units representing limited partner interests in the registrant and was declared effective by the Commission on March 20, 2007 (as amended, the “Prior Registration Statement”). This registration statement is being filed pursuant to Rule 462(b) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended, to cover up to an additional 1,150,000 Common Units. The contents of the Prior Registration Statement are incorporated by reference into, and shall be deemed part of, this registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibit and Financial Statement Schedules

All exhibits filed with or incorporated by reference into the Prior Registration Statement are incorporated by reference into, and shall be deemed to be a part of, this registration statement. In addition, the following exhibits are filed herewith:

(a) The following documents are filed as exhibits to this registration statement.

 

Exhibit
No.
  

Description

5.1    Opinion of Andrews Kurth LLP as to the legality of the securities being registered.
8.1    Opinion of Andrews Kurth LLP relating to tax matters.
23.1    Consent of UHY LLP.
23.2    Consents of Andrews Kurth LLP (included in Exhibit 5.1 and Exhibit 8.1).
23.3    Consent of Stone & Webster Management Consultants, Inc.

 

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 20, 2007.

 

CHENIERE ENERGY PARTNERS, L.P.
By:  

Cheniere Energy Partners GP, LLC,

its general partner

By:   /S/    STANLEY C. HORTON        
Name:   Stanley C. Horton
Title:   President and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the general partner of the Registrant in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

*

 

Charif Souki

  

Director, Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer)

  March 20, 2007

/S/    STANLEY C. HORTON        

 

Stanley C. Horton

  

Director, President and

Chief Operating Officer

  March 20, 2007

*

 

Don A. Turkleson

  

Director, Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

  March 20, 2007

*

 

Craig K. Townsend

  

Vice President and

Chief Accounting Officer

(Principal Accounting Officer)

  March 20, 2007

*

 

Meg Gentle

  

Director

  March 20, 2007

*

 

Walter Williams

  

Director

  March 20, 2007

 

*By:

 

/S/    STANLEY C. HORTON        

 

Stanley C. Horton

Attorney-in-Fact

    

 

II-2


EXHIBIT INDEX

 

Exhibit

No.

  

Description

5.1    Opinion of Andrews Kurth LLP as to the legality of the securities being registered.
8.1    Opinion of Andrews Kurth LLP relating to tax matters.
23.1    Consent of UHY LLP.
23.2    Consents of Andrews Kurth LLP (included in Exhibit 5.1 and Exhibit 8.1).
23.3    Consent of Stone & Webster Management Consultants, Inc.