UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
CHENIERE ENERGY PARTNERS, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
16411Q101
(CUSIP Number)
Zach Davis
Senior Vice President and Chief Financial Officer
Cheniere Energy Partners GP, LLC
700 Milam Street, Suite 1900
Houston, Texas 77002
713-375-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 16411Q101 | SCHEDULE 13D | Page 2 of 6 Pages |
1 | NAME OF REPORTING PERSON
Cheniere Energy Partners LP Holdings, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
239,872,500 Common Units | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
239,872,500 Common Units | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
239,872,500 Common Units | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.56% (1) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | This percentage is based on a total of 484,016,623 Common Units outstanding, which amount includes (i) 348,632,792 Common Units outstanding as of July 31, 2020, as set forth in the Issuers Quarterly Report on Form 10-Q filed on August 6, 2020 and (ii) 135,383,831 Common Units issued upon conversion of the Subordinated Units on the Conversion Date. |
CUSIP No. 16411Q101 | SCHEDULE 13D | Page 3 of 6 Pages |
1 | NAME OF REPORTING PERSON
Cheniere Energy, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
239,872,500 Common Units | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
239,872,500 Common Units | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
239,872,500 Common Units | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.56% (1) | |||||
14 | TYPE OF REPORTING PERSON
CO |
(1) | This percentage is based on a total of 484,016,623 Common Units outstanding, which amount includes (i) 348,632,792 Common Units outstanding as of July 31, 2020, as set forth in the Issuers Quarterly Report on Form 10-Q filed on August 6, 2020 and (ii) 135,383,831 Common Units issued upon conversion of the Subordinated Units on the Conversion Date. |
CUSIP No. 16411Q101 | SCHEDULE 13D | Page 4 of 6 Pages |
Explanatory Note
This Amendment No. 12 to Schedule 13D amends and supplements the information set forth in Amendment No. 11 to Schedule 13D filed by Cheniere Energy Partners LP Holdings, LLC and Cheniere Energy, Inc. with the United States Securities and Exchange Commission on July 31, 2020, which amended and supplemented Amendment No. 8 to Schedule 13D filed on May 16, 2016, which amended and restated in its entirety the Schedule 13D filed on February 14, 2008, as amended by Amendment No. 9 to Schedule 13D filed on August 12, 2016, and as amended by Amendment No. 10 to Schedule 13D filed on August 8, 2017 (the Schedule 13D).
Except as set forth herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. | IDENTITY AND BACKGROUND |
Item 2(c), (d), and (e) is hereby amended and supplemented as follows:
(c) Certain information required by this Item 2 concerning the executive officers, directors and managers of certain of the Reporting Persons is set forth on Exhibit 99.4, attached hereto, which is incorporated herein by reference.
(d)-(e) None of the Reporting Persons nor, to the best of any Reporting Persons knowledge, their respective executive officers or directors listed on Exhibit 99.4 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended and supplemented as follows:
On August 17, 2020 (the Conversion Date), upon satisfaction of certain financial conditions for the conversion of the Subordinated Units set forth in the Issuers Fourth Amended and Restated Agreement of Limited Partnership (the Agreement), all of the 135,383,831 outstanding Subordinated Units converted into Common Units on a one-for-one basis, pursuant to the terms of the Agreement, for no additional consideration. Upon the conversion of all of the Subordinated Units to Common Units, the Subordination Period (as defined in the Agreement) automatically terminated.
CQP Holdings was the holder of all 135,383,831 outstanding Subordinated Units. As a result of the foregoing, on August 17, 2020, all of the 135,383,831 Subordinated Units held by CQP Holdings were converted into 135,383,831 Common Units.
CUSIP No. 16411Q101 | SCHEDULE 13D | Page 5 of 6 Pages |
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a), (b), and (c) is hereby amended and restated as follows:
(a) CQP Holdings is the record and beneficial owner of 239,872,500 Common Units, which represents approximately 49.56% of the outstanding Common Units.
Cheniere Energy does not directly own any Common Units of the Issuer. By virtue of its ownership of 100% of the outstanding common shares of CQP Holdings, Cheniere Energy may be deemed to possess indirect beneficial ownership of the Common Units, beneficially owned by CQP Holdings.
Except as indicated in this Item 5 or as set forth in Exhibit 99.4, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Exhibit 99.4 to the Schedule 13D owns beneficially, or has any right to acquire, directly or indirectly, any Common Units.
(b) CQP Holdings has the shared power to vote or direct the vote of the 239,872,500 Common Units directly held by it. CQP Holdings voting power is shared with Cheniere Energy.
CQP Holdings also has the shared power to dispose of or cause the disposition of the Common Units directly held by it. CQP Holdings dispositive power is shared with Cheniere Energy.
(c) Except as otherwise described herein, the Reporting Persons have not entered into any transactions in the Issuers securities effected within the 60 days preceding this filing.
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 is hereby amended and supplemented as follows:
Exhibit 99.4 | Additional Information Regarding the General Partners, Executive Officers, Managers and Board of Directors of the Reporting Persons |
CUSIP No. 16411Q101 | SCHEDULE 13D | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC | ||
By: | /s/ Zach Davis | |
Zach Davis | ||
Title: President and Chief Financial Officer, Manager |
CHENIERE ENERGY, INC. | ||
By: | /s/ Zach Davis | |
Zach Davis | ||
Title: Senior Vice President and Chief Financial Officer |
Date: August 19, 2020
Exhibit 99.4
General Partners, Executive Officers, Managers and Board of Directors
Cheniere Energy Partners LP Holdings, LLC
Name |
Position |
Principal Occupation/Business |
CQP Common Units Beneficially Owned | |||
Zach Davis |
President and Chief Financial Officer, Manager | Senior Vice President and Chief Financial Officer of Cheniere Energy, Inc. | See table below | |||
Sean N. Markowitz |
Corporate Secretary, Manager | Executive Vice President, Chief Legal Officer and Corporate Secretary of Cheniere Energy, Inc. | See table below |
The business address for each of the persons listed above is c/o Cheniere Energy Partners LP Holdings, LLC, 700 Milam Street, Suite 1900, Houston, Texas 77002.
Cheniere Energy, Inc.
Name |
Position |
Principal Occupation/Business |
CQP Common Units Beneficially Owned | |||
Jack Fusco |
President and Chief Executive Officer, Director | President and Chief Executive Officer of Cheniere Energy, Inc. | None | |||
Zach Davis |
Senior Vice President and Chief Financial Officer | Senior Vice President and Chief Financial Officer of Cheniere Energy, Inc. | None | |||
Anatol Feygin |
Executive Vice President and Chief Commercial Officer | Executive Vice President and Chief Commercial Officer of Cheniere Energy, Inc. | None | |||
Sean N. Markowitz |
Executive Vice President, Chief Legal Officer and Corporate Secretary | Executive Vice President, Chief Legal Officer and Corporate Secretary of Cheniere Energy, Inc. | None | |||
Aaron Stephenson |
Senior Vice President, Operations | Senior Vice President, Operations of Cheniere Energy, Inc. | None | |||
Leonard Travis |
Senior Vice President and Chief Accounting Officer | Senior Vice President and Chief Accounting Officer of Cheniere Energy, Inc. | None | |||
Vicky A. Bailey |
Director | President of Anderson Stratton International, LLC | None | |||
G. Andrea Botta |
Chairman of the Board | President of Glenco LLC | None | |||
Nuno Brandolini |
Director | Former General Partner of Scorpion Capital Partners, L.P. | None |
Michele A. Evans |
Director | Executive Vice President of Lockheed Martin Corporation | None | |||
David I. Foley |
Director | Senior Managing Director of The Blackstone Group L.P.; Chief Executive Officer, Blackstone Energy Partners L.P. | None | |||
David B. Kilpatrick |
Director | President of Kilpatrick Energy Group | None | |||
Andrew Langham |
Director | General Counsel of Icahn Enterprises L.P. | None | |||
Courtney R. Mather |
Director | Former Portfolio Manager of Icahn Capital LP | None | |||
Donald F. Robillard, Jr. |
Director | President of Robillard Consulting, LLC, Former Executive Vice President, Chief Financial Officer and Chief Risk Officer of Hunt Consolidated, Inc. and Former Chief Executive Officer and Chairman, ES Xplore, LLC | None | |||
Neal A. Shear |
Director | Senior Advisor and Chair of the Advisory Committee of Onyxpoint Global Management LP | None |
The business address for each of the persons listed above is c/o Cheniere Energy, Inc., 700 Milam Street, Suite 1900, Houston, Texas 77002.