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 20, 2012
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 14d-2(b) 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 20, 2012, Cheniere Energy Partners, L.P. (the “Partnership”) issued a press release announcing the pricing of its previously announced underwritten public offering of 8,000,000 common units representing limited partner interests of the Partnership at a price of $25.07 per common unit. The Partnership has also granted the underwriters an option to purchase up to an aggregate of 1,200,000 additional common units from the Partnership to cover any over-allotments. The offering is expected to close on September 25, 2012. A copy of the press release announcing the upsizing and pricing of the offering is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information presented herein under this Item 7.01 shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference to this Item 7.01 in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits.
| Exhibit |
Description | |
| 99.1* | Press release dated September 20, 2012. | |
| * | Furnished Herewith |
1
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 20, 2012 |
By: | /s/ Meg A. Gentle | ||||
| Name: | Meg A. Gentle | |||||
| Title: | Senior Vice President and | |||||
| Chief Financial Officer | ||||||
2
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1* | Press release dated September 20, 2012. | |
| * | Furnished Herewith |