8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2008

CHENIERE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-33366	20-5913059
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

700 Milam Street Suite 800 Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 375-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On September 10, 2008, Cheniere Energy, Inc. issued a press release announcing that Sabine Pass LNG, L.P., a wholly-owned subsidiary of the Cheniere Energy Partners, L.P., priced a private placement of $183.5 million aggregate principal amount of 7 ¹/2% Senior Secured Notes due 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated September 10, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHENIERE ENERGY PARTNERS, L.P. By:   CHENIERE ENERGY PARTNERS GP, LLC, its general partner
Date: September 10, 2008	By:	/s/ Don A. Turkleson
		Name:	Don A. Turkleson
		Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated September 10, 2008.

EX-99.1

Exhibit 99.1

CHENIERE ENERGY, INC. NEWS RELEASE

Cheniere Energy Announces Pricing of

Sabine Pass LNG, L.P.’s $183.5 Million Senior Notes Offering

Houston, Texas – September 10, 2008 – Cheniere Energy, Inc. (AMEX: LNG) announced today that its subsidiary, Sabine Pass LNG, L.P., has priced an offering of $183.5 million aggregate principal amount of 7 ¹/2% senior secured notes due 2016. The notes will provide Sabine Pass LNG with approximately $145 million of gross proceeds. The offering is scheduled to close on September 15, 2008. The notes are being offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act.

The proceeds from the offering will be used for construction, cool down, commissioning and completion costs of the Sabine Pass LNG receiving terminal and for working capital and other general business purposes of Sabine Pass LNG, including payment of transaction costs and expenses.

These notes constitute an additional issuance of Sabine Pass LNG’s 7 ¹/2% Senior Secured Notes due 2016 pursuant to the indenture, dated as of November 9, 2006, under which Sabine Pass LNG previously issued $1,482 million of such 2016 notes. These notes will be identical to and will be pari passu with the outstanding 2016 notes. These notes and the outstanding 2016 notes will be treated as a single series of notes under the indenture; however, these notes will be issued with an original issue discount for U.S. federal income tax purposes and therefore will not trade as a single class with the outstanding 2016 notes.

These notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, such securities and shall not constitute an offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding the business strategy, plans and objectives of Cheniere or Sabine Pass LNG. Although Cheniere believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. The actual results for Cheniere or Sabine Pass LNG could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including market conditions and other risks typically associated with securities offerings. In particular, the forward-looking statements of Cheniere or Sabine Pass LNG are subject to the risks and uncertainties discussed in Cheniere’s periodic reports and Sabine Pass LNG’s periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.

CONTACTS:

Cheniere Energy, Inc.

Christina Cavarretta

Manager Investor Relations

713-375-5104

Diane Haggard

Manager Media Relations

713-375-5259

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