Cheniere Energy Partners (CQP) Form 4 Cheniere Energy Partners / Group Management L.L.C. Blackstone ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cheniere Energy Partners, L.P. [ CQP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	09/24/2020		J(1)		101,600,051.92(1)(2)	D	(1)	203,240,752(1)(2)	I	See footnotes(3)(6)(7)(12)(13)(14)
Common Units	09/24/2020		J(1)(4)		13,170,436	D	(1)(4)	203,240,752(4)(5)	I	See footnotes(5)(6)(7)(12)(13)(14)
Common Units								953,855	I	See footnotes(8)(11)(12)(13)(14)
Common Units								953,855	I	See footnotes(9)(11)(12)(13)(14)
Common Units								462,922	I	See footnotes(10)(11)(12)(13)(14)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone CQP Holdco LP

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone CQP Holdco II GP LLC

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone CQP FinanceCo LP

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone CQP Holdco GP, LLC

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. On September 24, 2020, BX CQP SuperHoldCo Holdings Manager L.L.C., BX CQP Common Holdco Holdings Manager L.L.C. and BX Rockies Platform Co Holdings Manager L.L.C. completed the sale (the "Transaction") of all of the limited liability company interests in BX CQP Target Holdco L.L.C. ("BX CQP Target Holdco"), which may be deemed to have an indirect interest in 203,240,752 Common Units, to (i) BIP Chinook Holdco L.L.C. ("Blackstone Infrastructure Partners"), and (ii) BIF IV Cypress Aggregator (Delaware) LLC ("Brookfield Infrastructure") for an aggregate consideration of $6,503,704,064.00, which may be increased to an aggregate amount of $6,960,995,756.00 based on the satisfaction by the Issuer of certain conditions.

2. Following the closing of the Transaction, Blackstone Infrastructure Partners and Brookfield Infrastructure directly own 50.01% and 49.99% of the equity interests in BX CQP Target Holdco, respectively. The 101,600,051.92 Common Units reported herein reflects the approximate indirect pecuniary interest in Common Units which may be deemed to have been disposed of to Brookfield Infrastructure in the Transaction.

3. Reflects 2,250,419 Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies"); 2,011,447 Common Units held of record by Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco"); and 198,978,886 Common Units held of record by Blackstone CQP Holdco LP ("Blackstone CQP Holdco") prior to the Distribution (described below).

4. In connection with the closing of the Transaction, Blackstone CQP Holdco LP ("Blackstone CQP Holdco") indirectly distributed 13,170,436 Common Units to BX CQP Target Holdco L.L.C., which distributed such units to Blackstone Infrastructure Partners, which distributed (the "Distribution") such units to one of its members, which transferred such units to BIP-V Chinook Holdco L.L.C. ("BIP-V"). BIP-V acquired the 13,170,436 Common Units for aggregate consideration of $421,453,952, including in satisfaction of a loan in the amount of $174,631,307 made to Blackstone Infrastructure. The above price paid by BIP-V may be increased up to an aggregate amount of $451,087,433 based on the satisfaction by the Issuer of certain conditions.

5. Reflects 2,250,419 Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies"); 2,011,447 Common Units held of record by Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco"); 185,808,450 Common Units held of record by Blackstone CQP Holdco; and 13,170,436 Common Units held of record by BIP-V following the Distribution.

6. Blackstone CQP Common Holdco GP LLC is the general partner of Blackstone CQP Common Holdco. BX CQP Common Holdco Parent L.P. is the sole member of Blackstone CQP Common Holdco GP LLC. BX CQP Common Holdco Parent GP LLC is the general partner of BX CQP Common Holdco Parent L.P. Blackstone CQP Holdco II GP LLC is the general partner of Blackstone CQP Holdco. Blackstone CQP FinanceCo LP is the sole member of Blackstone CQP Holdco II GP LLC. Blackstone CQP Holdco GP LLC is the general partner of Blackstone CQP FinanceCo LP. BX CQP Target Holdco is the sole member of each of BX Rockies, Blackstone CQP Common Holdco Parent GP LLC and Blackstone CQP Holdco GP LLC.

7. Blackstone Infrastructure Partners is a member of BX CQP Target Holdco. BIP Holdings Manager L.L.C. is the managing member of each of Blackstone Infrastructure Partners and BIP-V. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. BIA GP L.P. is the general partner of Blackstone Infrastructure Associates L.P. BIA GP L.L.C. is the general partner of BIA GP L.P.

8. Reflects securities held directly by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP.

9. Reflects securities held directly by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.

10. Reflects securities held directly by GSO Credit Alpha Fund AIV-2 LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Fund AIV-2 LP.

11. GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.

12. Blackstone Holdings II L.P. is the sole member of BIA GP L.L.C. and also the managing member of GSO Holdings I L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C.

13. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

14. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BLACKSTONE CQP HOLDCO LP, By: BX CQP Target Holdco L.L.C., indirect GP, By: BIP Chinook Holdco LLC, member, By: BIA GP LLC, indirect MM, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ John G. Finley, CLO	09/28/2020
	BLACKSTONE CQP HOLDCO II GP LLC, By: BX CQP Target Holdco LLC, indirect MM, By: BIP Chinook Holdco LLC, member, By: BIA GP LLC, indirect MM, By: Blackstone Holdings II LP, its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ John G. Finley, CLO	09/28/2020
	BLACKSTONE CQP FINANCECO LP, By: BX CQP Target Holdco LLC, indirect GP, By: BIP Chinook Holdco LLC, member, By: BIA GP LLC, indirect MM, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ John G. Finley, CLO	09/28/2020
	BLACKSTONE CQP HOLDCO GP, LLC, By: BX CQP Target Holdco LLC, indirect MM, By: BIP Chinook Holdco LLC, member, By: BIA GP LLC, indirect MM, By: Blackstone Holdings II L.P., its SM, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ John G. Finley, CLO	09/28/2020
	THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	09/28/2020
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	09/28/2020
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	09/28/2020
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	09/28/2020
	/s/ Stephen A. Schwarzman	09/28/2020
	** Signature of Reporting Person	Date
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