CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
700 Milam Street, Suite 800
Houston, TX 77002
(713) 375-5000
December 10, 2013
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mara L. Ransom, Assistant Director |
| Division of Corporation Finance |
| Re: | Cheniere Energy Partners LP Holdings, LLC |
| Registration Statement on Form S-1 |
| File No. 333-191298 |
Ladies and Gentlemen:
Cheniere Energy Partners LP Holdings, LLC (the “Registrant”) requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on Thursday, December 12, 2013, or as soon as practicable thereafter.
The Registrant hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC | ||
| By: | /s/ H. Davis Thames | |
| Name: H. Davis Thames | ||
| Title: Chief Financial Officer | ||
cc: | G. Michael O’Leary | |
| Andrews Kurth LLP | ||
| 600 Travis, Suite 4200 | ||
| Houston, TX 77002 | ||
| moleary@andrewskurth.com | ||
| George J. Vlahakos | ||
| Andrews Kurth LLP | ||
| 600 Travis, Suite 4200 | ||
| Houston, TX 77002 | ||
| georgevlahakos@andrewskurth.com | ||
