UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): September 620, 2018

Commission File No. 001-36234

Cheniere Energy Partners LP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	~~001~~36-~~36234~~4767730	~~36-4767730~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
700 Milam Street, Suite 1900, Houston, Texas		77002
700 Milam Street Suite 1900 Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)	~~(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Purchase~~On September 20, 2018, Cheniere Energy, Inc. (“Cheniere”), a Delaware corporation, completed its previously announced acquisition of Cheniere Energy Partners LP Holdings, LLC (“CQH”), a Delaware limited liability company, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 18, 2018, by and among Cheniere, CQH, and Columbia Acquisition Sub LLC (“Merger Sub”), a Delaware limited liability company and wholly-owned subsidiary of Cheniere. Pursuant to the Merger Agreement, CQH merged with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Surviving Entity”) and a wholly-owned subsidiary of Cheniere (the “Merger”).

OnAs ~~September 6,~~a ~~2018, Cheniere~~result ~~Energy~~of ~~Partners, L.P. (~~the ~~“Partnership”)~~Merger, ~~and~~ each ofcommon share ~~Cheniere~~representing ~~Energy~~limited ~~Investments,~~liability ~~LLC,~~company ~~Sabine~~interests ~~Pass~~in ~~LNG-GP,~~CQH ~~LLC~~(each, ~~Sabine~~a ~~Pass~~“CQH ~~LNG-LP,~~Common ~~LLC, Sabine Pass LNG, L.P. (“SPLNG~~Share”), ~~Sabine~~issued ~~Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P.~~ and ~~Cheniere~~outstanding ~~Pipeline~~immediately GPprior ~~Interests,~~to ~~LLC (~~the ~~“Guarantors”),~~effective ~~entered~~time ~~into~~of athe ~~Purchase~~Merger ~~Agreement~~ (the “~~Purchase~~Effective ~~Agreement~~Time”) ~~with~~(excluding ~~J.P. Morgan~~certain ~~Securities~~Excluded ~~LLC~~Shares, as defined ~~representative~~in of the ~~initial~~Merger ~~purchasers named therein (the “Initial Purchasers”~~Agreement), towas ~~issue~~converted ~~and~~into ~~sell to~~ the ~~Initial~~right ~~Purchasers~~to $1receive 0.~~1 billion~~4750 ~~aggregate~~of ~~principal~~a ~~amount~~share of ~~its~~common ~~5.625%~~stock, ~~Senior~~par ~~Notes~~value ~~due~~$0.003, ~~2026~~of Cheniere (~~the~~ “~~Notes~~Cheniere Common Stock”).

The ~~Purchase~~issuance ~~Agreement~~of ~~contains~~the ~~customary~~shares ~~representations,~~of ~~warranties~~Cheniere ~~and~~Common ~~agreements~~Stock byin ~~the~~connection ~~Partnership~~with ~~and~~the ~~customary~~Merger ~~conditions~~was ~~to closing~~registered ~~and~~under ~~indemnification~~the ~~obligations~~Securities Act of ~~the~~1933, ~~Partnership~~as ~~and~~amended (the “Securities ~~Initial~~Act”), ~~Purchasers.~~pursuant ~~The~~to ~~foregoing~~Cheniere’s ~~description~~registration ofstatement ~~the~~on ~~Purchase~~Form ~~Agreement~~S-4 is(Reg. ~~not~~No. 333-226231), ~~complete~~declared ~~and~~effective isby ~~qualified~~the inSecurities ~~its~~and ~~entirety~~Exchange Commission by(the ~~reference~~“SEC”) toon ~~the~~August 21, ~~full~~2018. ~~text~~The ofconsent solicitation/prospectus (the ~~Purchase~~“Consent ~~Agreement, which~~Solicitation/Prospectus”) isincluded ~~filed~~in asthe ~~Exhibit~~registration ~~1.1~~statement ~~hereto~~contains ~~and~~additional isinformation ~~incorporated~~about bythe ~~reference herein~~Merger.

OnThe ~~September 11,~~foregoing ~~2018~~description (of the ~~“Issue~~Merger ~~Date”),~~and the ~~Partnership closed~~Merger Agreement and the ~~sale~~transactions ofcontemplated ~~the~~thereby ~~Notes~~does ~~pursuant~~not purport to ~~the~~be ~~Purchase~~complete ~~Agreement.~~and ~~The~~is ~~sale~~subject ofto and ~~the~~qualified ~~Notes~~in ~~was~~its ~~not~~entirety ~~registered~~by ~~under~~reference to the ~~Securities~~full ~~Act~~text of ~~1933, as amended (~~the ~~“Securities~~Merger ~~Act”)~~Agreement, ~~and~~incorporated ~~the~~by ~~Notes~~reference ~~were~~to ~~sold~~Exhibit on2.1 ato ~~private~~CQH’s ~~placement~~Current ~~basis~~Report ~~in reliance~~ on ~~Section 4(a)(2)~~Form of8-K ~~the~~filed ~~Securities~~with ~~Act~~the ~~and~~SEC ~~Rule~~on ~~144A~~June 19, ~~and Regulation S thereunder~~2018.

~~Certain~~Item ~~Initial~~3.01 ~~Purchasers~~Notice ~~and~~of ~~their~~Delisting ~~affiliates~~or ~~have~~Failure ~~provided from time~~ to ~~time,~~Satisfy ~~and~~a ~~may~~Continued ~~provide~~Listing inRule ~~the~~or ~~future,~~Standard; ~~certain~~Transfer ~~investment and commercial banking and financial advisory services to the Partnership in the ordinary course~~ of ~~business, for which they have received and may continue to receive customary fees and commissions~~Listing.

~~Indenture~~In connection with the completion of the Merger, CQH notified the NYSE American (“NYSE American”) that each outstanding CQH Common Share (excluding certain Excluded Shares, as defined in the Merger Agreement) was converted into the right to receive shares of Cheniere Common Stock and requested that NYSE American withdraw the listing of the CQH Common Shares. Upon CQH’s request, the NYSE American filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the CQH Common Shares. The CQH Common Shares ceased being traded prior to the opening of the market on September 20, 2018, and will no longer be listed on NYSE American. In addition, CQH intends to file with the SEC a Form 15 requesting that the reporting obligations of CQH under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), be suspended.

~~The~~Item ~~Notes were~~3.03 ~~issued~~Material onModification ~~the Issue Date pursuant~~ to ~~the~~Rights ~~indenture, dated as~~ of ~~September 18,~~Security 2017 (the “Base Indenture”), by and among the Partnership, the Guarantors and The Bank of New York Mellon, as Trustee under the Indenture (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of the Issue Date, between the Partnership, the Guarantors and the Trustee, relating to the Notes (the “Second Supplemental Indenture”)Holders. ~~The Base Indenture as supplemented by the Second Supplemental Indenture is referred to herein as the “Notes Indenture.”~~

~~Under~~The ~~the~~information ~~terms~~set offorth ~~the~~in ~~Second~~Item ~~Supplemental Indenture~~2.01, ~~the~~Item ~~Notes~~3.01 ~~will mature on October 1, 2026~~ and ~~will~~Item ~~accrue interest at a rate equal to~~ 5.~~625%~~03 ~~per~~of ~~annum~~this onCurrent ~~the~~Report ~~principal~~on ~~amount~~Form ~~from the Issue Date, with such interest payable semi~~8-~~annually,~~K inis ~~cash~~incorporated ~~in arrears, on April 1 and~~into ~~October 1~~this ofItem ~~each~~3.03 ~~year,~~by ~~beginning on April 1, 2019~~reference.

~~The~~At ~~Notes are~~ the ~~Partnership’s~~Effective ~~senior~~Time ~~obligations, ranking equally in right of payment with the Partnership’s other existing~~ and ~~future~~as ~~unsubordinated~~further ~~debt~~described ~~and senior to any of its future subordinated debt. The Notes are unconditionally guaranteed by each of the Partnership’s subsidiaries~~ in ~~existence on~~ the ~~Issue Date~~Merger ~~(including~~Agreement, ~~for~~each ~~the~~CQH ~~avoidance~~Common ofShare ~~doubt,~~(excluding ~~Sabine~~certain ~~Pass LNG~~Excluded Shares, ~~L.P.~~as ~~and~~defined ~~Cheniere~~in ~~Creole~~the ~~Trail~~Merger ~~Pipeline, L.P.~~Agreement), ~~with~~was ~~the~~converted ~~exception~~into ofthe ~~Sabine~~right ~~Pass~~to ~~Liquefaction,~~receive ~~LLC~~0.4750 ~~and, following the application~~ of ~~the~~a ~~proceeds~~share of ~~this~~Cheniere ~~offering,~~Common ~~Sabine Pass LNG-LP, LLC~~Stock.

AsItem a5.02 ~~result~~Departure of ~~the~~Directors ~~application~~or ofCertain ~~the~~Officers; ~~proceeds~~Election ~~from~~of ~~this~~Directors; ~~Notes~~Appointment offering, immediately following closing, the Security Requirement Period (as defined below) was no longer in effect and, accordingly, the Note Obligations became unsecured. For as long as a Security Requirement Period is not in effect, the Notes will remain unsecured senior obligations of ~~the~~ ~~Partnership.~~Certain ~~During~~Officers; ~~any~~Compensatory ~~Security~~Arrangements ~~Requirement Period, the Notes will be senior obligations~~ of ~~the~~Certain Partnership and will be secured on a first-priority basis by a lien on the Collateral (as defined below), subject to certain liens permitted under the Notes Indenture, which liens are intended to be pari passu with the liens securing the 2016 CQP Credit FacilitiesOfficers.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

~~The~~As ~~obligations under the Partnership’s 2016 CQP Credit Facilities are secured on~~ a ~~first-priority basis~~result ~~(subject to permitted encumbrances) with liens on (i) substantially all the existing and future tangible and intangible assets and rights~~ of the ~~Partnership and the Guarantors and equity interests in the Guarantors (except~~Merger, ~~in each case, for certain excluded properties set forth in the 2016 CQP Credit Facilities) and (ii) substantially~~ all of the ~~real~~directors property of SPLNG (except for excluded properties referenced in the 2016 CQP Credit Facilities) (the “Collateral”). The Notes will be secured to the same extent as such obligations under our 2016 CQP Credit Facilities are so secured in the event that (x) the aggregate principal amount of all indebtedness then outstanding under the term loans under the 2016 CQP Credit Facilities exceeds $1.0 billion or (y) the aggregate amount of secured Indebtedness of the Partnership and ~~the~~officers ~~Guarantors (other than the Notes or any other series~~ of ~~notes issued under the Base Indenture) outstanding at any one~~ ~~time~~CQH ~~exceeds~~prior ~~the~~to ~~greater of (i) $1.5 billion and (ii) 10% of net tangible assets (such period,~~ the ~~“Security~~Effective ~~Requirement~~Time ~~Period”).~~ceased ~~The~~to ~~liens securing the Notes, if applicable, will~~ be ~~shared~~directors ~~equally~~ and ~~ratably~~officers ~~(subject~~of toCQH ~~permitted liens)~~effective ~~with~~as ~~the holders~~ of ~~other senior secured obligations, which include~~ the ~~2016~~Effective ~~CQP Credit Facilities obligations and any future additional senior secured debt obligations~~Time.

~~The~~Item ~~Partnership may, at its option, redeem some or all of the Notes at any time on or after October 1, 2021, at the redemption prices set forth in the Second Supplemental Indenture~~5.03 ~~Prior~~Amendments to ~~such~~Articles ~~time,~~of ~~the~~Incorporation ~~Partnership may redeem some~~ or ~~all~~Bylaws; ofChange ~~the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed, plus the “applicable premium” set forth~~ in ~~the~~ ~~Second~~Fiscal ~~Supplemental Indenture and accrued and unpaid interest, if any, to, but not including, the redemption date~~Year. In addition, before October 1, 2021, the Partnership may redeem up to 35% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 105.625% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

The ~~Notes~~information ~~Indenture~~set ~~also~~forth ~~contains~~under ~~customary~~Item ~~terms~~2.01 ~~and events~~ of ~~default~~this ~~and~~Current ~~certain~~Report ~~covenants~~on ~~that,~~Form ~~among~~8-K ~~other~~is ~~things,~~incorporated ~~limit the ability of the Partnership and the Guarantors to incur liens and sell assets, the ability of the Partnership and its subsidiaries to enter~~ into ~~transactions~~this ~~with~~Item affiliates, the ability of the Partnership and the Guarantors to enter into sale-leaseback transactions and the ability of the Partnership and the Guarantors to consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets5.03 ~~The~~by ~~Notes Indenture covenants are subject to a number of important limitations and exceptions~~reference.

~~The~~As ~~foregoing descriptions~~ of the ~~Base~~Effective ~~Indenture~~Time, ~~and~~(i) the ~~Second~~certificate ~~Supplemental~~of formation ~~Indenture~~of ~~are~~Merger ~~qualified~~Sub in ~~their~~effect ~~entirety~~immediately byprior ~~reference~~ to the ~~full~~Effective ~~text~~Time ofremained the ~~Base~~certificate ~~Indenture~~of ~~and~~formation ~~Second~~of ~~Supplemental~~the ~~Indenture,~~Surviving ~~which~~Entity ~~are~~and ~~filed~~(ii) the aslimited ~~Exhibit~~liability ~~4.1~~company ~~and~~agreement ~~4.2~~of ~~hereto,~~Merger ~~respectively,~~Sub ~~and~~in ~~are~~effect ~~incorporated~~immediately byprior ~~reference~~to ~~herein.~~the ~~Any~~Effective ~~capitalized~~Time ~~terms~~remained ~~used~~the ~~herein~~limited ~~and~~liability ~~not~~company ~~otherwise~~agreement ~~defined~~of ~~have~~ the ~~meaning~~Surviving ~~ascribed~~Entity, toeach ~~them~~ in accordance with the ~~Notes~~terms ~~Indenture~~of the Merger Agreement.

~~Registration~~Copies ~~Rights~~of ~~Agreement~~the certificate of formation and limited liability company agreement of the Surviving Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

InItem ~~connection with the closing of the sale of the Notes, the Partnership, the Guarantors and J~~5.P.07 ~~Morgan~~Submission ~~Securities LLC, as representative~~ of ~~the~~Matters respective Initial Purchasers, entered into a Registration Rights Agreement dated the Issue Date (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Partnership and the Guarantors have agreed to ~~use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective~~ a ~~registration~~Vote ~~statement with respect to an offer to exchange any and all~~ of ~~the~~Security Notes, for a like aggregate principal amount of debt securities of the Partnership issued under the Notes Indenture and identical in all material respects to the respective Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities ActHolders. ~~The Partnership and the Guarantors have agreed to use commercially reasonable efforts to cause such registration statement to become effective within 360~~

3As previously announced, the completion of the Merger was subject, among other conditions, to the receipt of approval of the Merger and the Merger Agreement by the written consent of the holders of CQH Common Shares constituting a majority of the outstanding CQH Common Shares. The board of directors of CQH set August 16, 2018 as the record date (the “Record Date”) for determining the holders of CQH Common Shares entitled to execute and deliver written consents with respect to the approval of the Merger and the Merger Agreement. As of the close of business on the Record Date, there were 231,700,000 CQH Common Shares outstanding and entitled to vote with respect to the Merger and the Merger Agreement.

~~days~~On ~~after~~August 22, ~~the~~2018, ~~Issue~~Cheniere, ~~Date.~~which ~~Under~~as ~~specified~~of ~~circumstances,~~ the ~~Partnership~~Record ~~and~~Date ~~the~~beneficially ~~Guarantors~~owned 212,953,991 ~~have~~CQH ~~also~~Common ~~agreed~~Shares torepresenting ~~use~~approximately ~~commercially~~91.9% ~~reasonable~~of ~~efforts~~the tooutstanding ~~cause~~CQH toCommon ~~become~~Shares, ~~effective~~delivered a ~~shelf registration~~written ~~statement~~consent ~~relating~~approving tothe ~~resales~~Merger, of the ~~Notes.~~Merger ~~The~~Agreement ~~Partnership~~and ~~will~~the betransactions ~~obligated~~contemplated tothereby. ~~pay~~The ~~additional~~delivery ~~interest~~of ifthis itconsent ~~fails~~was sufficient to ~~comply~~approve ~~with its obligations to register~~ the ~~Notes~~Merger ~~within~~and the ~~specified~~Merger ~~time periods~~Agreement.

~~This~~The ~~description~~deadline offor the ~~Registration~~consent ~~Rights~~solicitation ~~Agreement~~expired isat ~~qualified~~4:00 inp.m. ~~its~~(prevailing ~~entirety~~Eastern byTime), ~~reference~~on September 19, to2018. ~~the~~A ~~full~~summary ~~text~~ of the ~~Registration~~voting ~~Rights~~results ~~Agreement,~~for athe ~~copy of~~following ~~which~~proposal is ~~filed~~set asforth ~~Exhibit~~below: ~~10.1 hereto and is incorporated by reference herein.~~

~~Item 2~~1.03 ~~Creation~~Approval of athe ~~Direct~~Merger ~~Financial~~and ~~Obligation~~the Merger ~~or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.


Votes Approving	Votes Disapproving	Votes Abstaining
226,147,498	45,296	41,325

Item 97.01 ~~Financial~~Regulation ~~Statements~~FD ~~and Exhibits~~Disclosure.

d)On ~~Exhibits~~September 20, 2018, Cheniere and CQH issued a joint press release announcing the consummation of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exhibit Number		Description
1.1*		Purchase Agreement, dated as of September 6, 2018, among Cheniere Energy Partners, L.P., the guarantors party thereto and J.P. Morgan Securities LLC (Incorporated by reference to Exhibit 1.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 002-33366, filed on September 12, 2018).
4.1*		Second Supplemental Indenture, dated as of September 11, 2018, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 002-33366, filed on September 12, 2018).
10.1*		Registration Rights Agreement, dated as of September 11, 2018, among Cheniere Energy Partners, L.P., the guarantors party thereto and J.P. Morgan Securities LLC (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 002-33366, filed on September 12, 2018).

The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

*Item ~~Incorporated~~9.01 byFinancial ~~reference~~Statements and Exhibits.

4(d) Exhibits

SIGNATURES


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 18, 2018, by and among Cheniere Energy Partners LP Holdings, LLC, Cheniere Energy, Inc. and Columbia Acquisition Sub LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cheniere Energy Partners LP Holdings, LLC filed with the SEC on June 19, 2018).

3.1		Certificate of Formation of Columbia Acquisition Sub LLC, dated June 15, 2018.

3.2		Limited Liability Company Agreement of Columbia Acquisition Sub LLC, dated June 15, 2018.

99.1		Joint Press Release of Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC, dated as of September 20, 2018.

~~Pursuant~~SIGNATURES ~~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.~~

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 LP HOLDINGS, LLC

Date: September 20, 2018	By:	/s/ Michael J. Wortley
	Name:	Michael J. Wortley
	Title:	Executive Vice President and
		Chief Financial Officer

CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC

Dated: September 12, 2018

/s/ Michael J. Wortley

Michael J. Wortley

Chief Financial Officer

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