Cheniere Energy Partners, L.P.
700 Milam Street, Suite 1900
Houston, Texas 77002
June 1,
2022
VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: Cheniere Energy Partners, L.P. Exchange Offer.
Ladies and Gentlemen:
In connection with the
offer (the “Exchange Offer”) being made by Cheniere Energy Partners, L.P. (the “Issuer”) to issue registered 3.25% Senior Notes due 2032 (the “New Notes”) in exchange for its outstanding 3.25% Senior Notes due 2032 (the
“Old Notes”), pursuant to the applicable prospectus contained in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on May
20, 2022 and the related letter of transmittal, this letter confirms the following:
(1)
The Issuer is registering the Exchange Offer in reliance upon the position of the Staff of the SEC set forth in the no-action letters issued to: (i) Exxon
Capital Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991); and (iii) Shearman & Sterling (available July 2, 1993) (collectively, the “No-Action Letters”).
(2) The Issuer has not
entered into any arrangement or understanding with any person to distribute any of the New Notes to be issued pursuant to the Exchange Offer in exchange for Old Notes, and, to the best of the Issuer’s information and belief, each person
participating in the Exchange Offer is acquiring New Notes in the ordinary course of its business, is not participating in, and has no arrangement or understanding with any person to participate in, the distribution of any New Notes to be received
in the Exchange Offer, is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and did not purchase any Old Notes to be exchanged for New Notes
directly from the Issuer to resell pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act. In addition, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer
who is not a broker-dealer is not engaged in and does not intend to engage in a distribution of any New Notes. In this regard, the Issuer will make each person participating in the Exchange Offer aware that if such person is participating in the
Exchange Offer with the intention of participating in any manner in a distribution of any New Notes, such person (i) could not rely on the Staff position set forth in the No-Action Letters or
interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale
transaction, unless an exemption from registration is otherwise available. The Issuer acknowledges that such a secondary resale for the purpose of distributing New Notes should be covered by an effective registration statement containing the selling
security holder information required by Item 507 of Regulation S-K.
