CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
700 Milam Street, Suite 800
Houston, Texas 77002
November 13, 2014
VIA EDGAR AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE, Mail Stop 4628
Washington, D.C. 20549
Attention: Ms. Mara L. Ransom, Assistant Director
| Re: | Registration Statement on Form S-1 (No. 333-198132) ofCheniere Energy Partners LP Holdings, LLC |
Ladies and Gentlemen:
On behalf of Cheniere Energy Partners LP Holdings, LLC (the “Company”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Washington, D.C. time, on November 13, 2014, or as soon thereafter as practicable.
The Company 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
This request has also been transmitted via EDGAR.
Very truly yours,
| ||
| CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC | ||
| By: | /s/ Michael J. Wortley | |
| Name: Michael J. Wortley | ||
| Title: Chief Financial Officer | ||
