Chinook Holdco L.L.C. BIP Form 3 Cheniere Energy Partners / Chinook Holdco L.L.C. BIP-V ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BIP-V Chinook Holdco L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	190,070,316	I	See Footnotes(1)(2)(3)(5)(6)(7)(8)(9)
Common Units	13,170,436	I	See Footnotes(1)(2)(4)(5)(6)(7)(8)(9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BIP-V Chinook Holdco 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^*

BIP Chinook Holdco 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^*

BIP Holdings Manager 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 Infrastructure Associates 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^*

BIA GP 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^*

BIA GP L.L.C.

(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") 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. In connection with the closing of the Transaction, Blackstone CQP Holdco LP ("Blackstone CQP Holdco") distributed 13,170,436 Common Units to BX CQP Target Holdco L.L.C., which indirectly distributed such units to Blackstone Infrastructure Partners, which distributed 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.

3. Reflects Common Units that may be deemed to be beneficially owned indirectly by BX CQP Target Holdco L.L.C., consisting of: (a) 2,250,419 Common Units held of record by BX Rockies Platform Co LLC ("BX Rockies"); (b) 2,011,447 Common Units held of record by Blackstone CQP Common Holdco L.P. ("Blackstone CQP Common Holdco") and (c) 185,808,450 Common Units held of record by Blackstone CQP Holdco.

4. Reflects securities held of record by BIP-V.

5. 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. Blackstone Infrastructure Partners is a member of BX CQP Target Holdco.

6. 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.

7. Blackstone Holdings II L.P. is the sole member of BIA GP 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 each 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.

8. 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.

9. 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:

	BIP Chinook Holdco L.L.C., By: BIP Holdings Manager L.L.C., By: Blackstone Infrastructure Associates L.P., By: BIA GP L.P., By: BIA GP L.L.C., By: Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP L.L.C., By: /s/ John G. Finley	09/28/2020
	BIP-V Chinook Holdco L.L.C., By: BIP Holdings Manager L.L.C., By: Blackstone Infrastructure Associates L.P., By: BIA GP L.P., By: BIA GP L.L.C., By: Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP L.L.C., By: /s/ John G. Finley	09/28/2020
	BIP Holdings Manager L.L.C., By: Blackstone Infrastructure Associates L.P., By: BIA GP L.P., By: BIA GP L.L.C., By: Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP L.L.C., By: /s/ John G. Finley, Title: Chief Legal Officer	09/28/2020
	Blackstone Infrastructure Associates L.P., By: BIA GP L.P., By: BIA GP L.L.C., By: Blackstone Holdings II L.P., By: Blackstone Holdings I/II GP L.L.C., By: /s/ John G. Finley, Title: Chief Legal Officer	09/28/2020
	BIA GP L.P., By: BIA GP L.L.C., its general partner, By: Blackstone Holdings II L.P., its sole member, 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
	BIA GP L.L.C., By: Blackstone Holdings II L.P., its sole member, 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
	** Signature of Reporting Person	Date
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