 | Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com |
March 23, 2017
VIA EDGAR
Mara L. Ransom
Assistant Director
Division of Corporation Finance
Office of Consumer Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Cheniere Corpus Christi Holdings, LLC |
Amendment No. 1 to Registration Statement on FormS-4
Filed March 8, 2017
FileNo. 333-215435
Dear Ms. Ransom:
Set forth below are the responses of Cheniere Corpus Christi Holdings, LLC, a Delaware limited liability company (the “Company”), to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated March 15, 2017 with respect to Amendment No. 1, filed March 8, 2017, to its Registration Statement on FormS-4 (FileNo. 333-215435) (the “Registration Statement”). The responses below have been prepared and are being provided by the Company, which has authorized Andrews Kurth Kenyon LLP to respond to the Staff’s comments on its behalf.
Concurrently with the submission of this response letter, we are filing, through EDGAR, Amendment No. 2 to the Registration Statement (the “Amendment”).
For the Staff’s convenience, each response is preceded by the exact text of the Staff’s corresponding comment in bold, italicized text.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquefaction Facilities and Pipeline
Stage 2, page 57
| 1. | We note your disclosure that you did not issue the full NTP under the EPC contract by December 31, 2016. In this regard, please disclose, if material, the consequences of your failure to meet this deadline, including whether the deadline was extended or the contract was terminated. |
ANDREWS KURTH KENYON LLP
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC
Page 2
Ms. Mara L. Ransom
Securities and Exchange Commission
March 23, 2017
Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that neither party has terminated the EPC contract or delivered notice to terminate the EPC contract as of the filing of the Amendment. The Company is unable to predict at this time whether either party to the EPC contract will terminate or whether the Company and Bechtel will be able to reach an agreement to extend the EPC contract. We have revised the disclosure in the Amendment to provide additional detail, including that, if the EPC contract is terminated, the Company will owe Bechtel a lump sum of $5,000,000 and is required to reimburse Bechtel for costs Bechtel has reasonably incurred. Please see pages 2, 24, 56, 57, 60, 71 and 76 of the Amendment.
Acceptance of Old Notes for Exchange; Issuance of New Notes, page 111
| 2. | We note your response to comment 7; however, it does not appear that your revisions are fully responsive to our comment. Please revise your disclosure to clarify thatnon-exchanged “Old Notes tendered by book-entry transfer” will be “credited to an account maintained with DTC” promptly upon expiration or termination of the exchange offer. |
Response:
We acknowledge the Staff’s comment and have revised the disclosure on page 112 of the Amendment.
Holdco Pledge Agreement, page 181
| 3. | We note your response to comment 8 that “[n]one of the Company or its subsidiaries is a party to the Pledge Agreement.” Please note that Item 601(10)(i) requires the filing of contracts “in which the registrant or [its] subsidiary has a beneficial interest,” even if neither is a party to such contracts. Please confirm, if true, that this clarification of the requirements does not change your assessment that the Pledge Agreement is not a material contract. |
Response:
We acknowledge the Staff’s comment and have filed the Pledge Agreement as Exhibit 10.47.
Please direct any questions you have with respect to the foregoing or with respect to the Amendment to the undersigned at (713)220-4351 or georgevlahakos@andrewskurth.com.
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Ms. Mara L. Ransom
Securities and Exchange Commission
March 23, 2017
Very truly yours,
/s/ George J. Vlahakos
George J. Vlahakos
| cc: | Michael J. Wortley, Cheniere Corpus Christi Holdings, LLC |
Sean Markowitz, Cheniere Corpus Christi Holdings, LLC