-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LVL8xxyvtJQGeqi3daM+lfMwREaxcehpfWW5se/Akj9kEY5xmzyBlIyqpL3mXFJI bom61xn5NCPKAaIH8L0jkg== 0001157523-08-004049.txt : 20080509 0001157523-08-004049.hdr.sgml : 20080509 20080509100744 ACCESSION NUMBER: 0001157523-08-004049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cheniere Energy Partners, L.P. CENTRAL INDEX KEY: 0001383650 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 205913059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 08816376 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 375-5000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 a5681100.htm CHENIERE ENERGY PARTNERS, L.P. 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): May 9, 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 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 2.02     Results of Operations and Financial Condition.

On May 9, 2008, Cheniere Energy Partners, L.P. (the “Partnership”) issued a press release announcing the Partnership’s results of operations for the first quarter ended March 31, 2008. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01     Financial Statements and Exhibits.

Exhibit

Number

Description

99.1 Press Release, dated May 9, 2008.


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: May 9, 2008 By:

/s/ Don A. Turkleson

Name:

Don A. Turkleson

Title:

Senior Vice President and

Chief Financial Officer


EXHIBIT INDEX

Exhibit
Number
Description
99.1

99.1 Press Release, dated May 9, 2008.*

*Filed herewith.

EX-99.1 2 a5681100ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Cheniere Energy Partners Reports First Quarter 2008 Results

HOUSTON--(BUSINESS WIRE)--Cheniere Energy Partners, L.P. (AMEX:CQP) reported a net loss of $14.5 million, or $0.09 per limited partner unit (basic and diluted) for the three-months ended March 31, 2008. This compares to a net loss of $0.7 million, or $0.00 per limited partner unit (basic and diluted), for the period March 26, 2007, inception of operations, to March 31, 2007.

Cheniere Energy Partners (”Cheniere Partners”) commenced operations on March 26, 2007 upon successful completion of its initial public offering and the concurrent contribution by its parent, Cheniere Energy, Inc. (AMEX:LNG), of a 100% interest in the 4 billion cubic feet per day Sabine Pass liquefied natural gas (“LNG”) receiving terminal currently under construction on the Sabine Pass Channel in western Cameron Parish, Louisiana, along with the equity interest in certain entities, collectively referred to in the transaction as the “Combined Predecessor Entities”.

Cheniere Partners’ operations for the three-months ended March 31, 2007, including the Combined Predecessor Entities for the period January 1, 2007 through March 25, 2007, resulted in a net loss of $12.9 million. On a similar basis, the net loss for the first quarter of 2008 increased $1.7 million, or 12.9%, to $14.5 million. The increase of $1.7 million was primarily due to increased labor cost associated with the hiring of employees for the purpose of operating the Sabine Pass LNG receiving terminal beginning in the second quarter of 2008.

Cheniere Partners reported restricted cash balances totaling $556.2 million as of March 31, 2008, including $276.7 million set aside to complete the construction of the Sabine Pass LNG receiving terminal, $215.2 million for interest payments relating to the Sabine Pass senior notes and $64.3 million as a reserve for distributions to the Cheniere Partners’ common unit holders.

Sabine Pass Receiving Terminal Update

As of March 31, 2008, we had completed construction of 99% of the Sabine Pass LNG receiving terminal consisting of an initial send out capacity of approximately 2.6 Bcf/d and storage capacity of approximately 10.1 Bcf. Construction on the remaining 1.4 Bcf/d of send out capacity and 6.7 Bcf of storage capacity was 67% complete as of March 31, 2008, and we anticipate achieving full operability of the Sabine Pass LNG receiving terminal, with a total send out capacity of approximately 4.0 Bcf/d and total storage capacity of approximately 16.8 Bcf, during the third quarter of 2009. Total construction costs are still estimated to be $1.4 billion. Payments under our terminal use agreements commence no later than April 1, 2009 for Total and July 1, 2009 for Chevron.

We commenced commissioning of the Sabine Pass LNG receiving terminal in April 2008 and anticipate commencing commercial operations during the second quarter of 2008. The cool down process has gone extremely well and ahead of schedule. As a result, Sabine Pass LNG is now ready to receive LNG cargoes for further performance testing and commercial sales. Additional cargoes will be purchased when such purchases can be obtained on favorable economic terms.


Cheniere Energy Partners, L.P. is a Delaware limited partnership. Through its wholly-owned subsidiary, Sabine Pass LNG, L.P., the partnership is developing an LNG receiving terminal located in western Cameron Parish, Louisiana on the Sabine Pass Channel. Additional information about Cheniere Energy Partners, L.P. may be found on its web site at www.cheniereenergypartners.com.

For additional information, please refer to the Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed with the Securities and Exchange Commission.

This press release contains certain statements that may include “forward-looking statements” within the meanings 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, (i) statements regarding Cheniere Energy Partners’ business strategy, plans and objectives and (ii) statements expressing beliefs and expectations regarding the development of Cheniere Energy Partners’ LNG receiving terminal business. Although Cheniere Energy Partners 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. Cheniere Energy Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Energy Partners’ 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 Energy Partners does not assume a duty to update these forward-looking statements.


(Financial Table Follows)

 

Cheniere Energy Partners, L.P.

Selected Financial Information

(in thousands, except per unit data) (1)

 
  Three Months Ended

March 31,

2008 (3 )   2007 (2 )
(Unaudited) (Unaudited)
 
Revenues $   $  
Operating Costs and Expenses
Land Site Rental 405 401
Depreciation, Depletion and Amortization 19 20
Labor and overhead charged from affiliate 2,762 1,324
Other   914     141  
Total Operating Costs and Expenses   4,100     1,886  
 
Loss from Operations (4,100 ) (1,886 )
 
Derivative loss (830 )
Interest Expense (16,298 ) (25,817 )
Interest Income 6,703 14,845
Other income   10      
Net Loss $ (14,515 ) $ (12,858 )
 
Less:
Net loss through March 25, 2007   (12,128 )
Net loss to partners from March 26, 2007 through March 31, 2007 $ (730 )
 
Allocation of net loss to partners:
Limited partners’ interest (14,225 ) (715 )
General Partner’s interest   (290 )   (15 )
Net loss to partners $ (14,515 ) $ (730 )
 

Basic and diluted net loss per limited partner unit

$ (0.09 ) $  
 
Weighted average limited partners units outstanding used for basic and diluted net loss per unit calculation:

 

Common units 26,416 26,416
Subordinated units   135,384     135,384  
  161,800     161,800  
  March 31, 2008 (3 )   December 31, 2007
(Unaudited)
 
Cash and Cash Equivalents $ 10 $ 13
Restricted Cash and Cash Equivalents 193,460 191,179
Other Current Assets 9,589 7,725
Non-Current Restricted Cash, Cash Equivalents and Treasury Securities
362,738 517,766
Property, Plant and Equipment, Net 1,267,647 1,127,289
Debt Issuance Costs, Net 28,959 28,895
Advances under long-term contracts 31,781 28,497
Prepaid LNG Cargo - Affiliate 25,590
Other Assets   2,723     2,614  
Total Assets $ 1,922,497   $ 1,904,978  
 
Current Liabilities $ 95,564 $ 53,420
Long-Term Debt 2,032,000 2,032,000
Deferred Revenue 42,583 42,583
Other Liabilities 5,839 4,492
Total Partner’s Deficit   (253,489 )   (227,517 )
Total Liabilities and Partners’ Deficit $ 1,922,497   $ 1,904,978  

 

(1) Please refer to Cheniere Energy Partners, L.P. Quarterly Report on Form 10-Q for the period ended March 31, 2008, filed with the Securities and Exchange Commission.

 

(2) Combined operating results of Cheniere Energy Partners, L.P., Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, Inc., Sabine Pass LNG-LP, LLC and Sabine Pass LNG, L.P for the three-months ended March 31, 2007.

 

(3) Consolidated balance sheet and results of operations of Cheniere Energy Partners, L.P. and its consolidated subsidiaries at March 31, 2008.

CONTACT:
Cheniere Energy Partners, L.P.
Christina Cavarretta, 713-375-5100

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