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 29, 2016
Commission File No. 001-36234
Cheniere Energy Partners LP Holdings, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 36-4767730 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
700 Milam Street Suite 1900 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 29, 2016, the Board of Directors (the “Board”) of Cheniere Energy Partners LP Holdings, LLC (the “Company”) resolved to amend the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”) to provide that the words “or its subsidiaries” are deleted from the definition of “Independent Director” in Section 1.1 of the LLC Agreement and that any director and officer of the Company be exculpated from liability to the Company, any member of the Company or any other person bound by the LLC Agreement for monetary damages for losses sustained or liabilities incurred as a result of any act or omission of such director or officer, except in certain circumstances (such amendment, “Amendment No. 1”).
The adoption of Amendment No. 1 became effective on September 29, 2016.
The foregoing description of Amendment No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| d) | Exhibits |
|
Exhibit
|
Description |
|
| 3.1* | Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC. | |
| * | Filed herewith. |
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 LP HOLDINGS, LLC | ||||||
|
Date: September 30, 2016 |
By: |
/s/ Michael J. Wortley |
||||
| Name: | Michael J. Wortley | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 3.1* | Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC. | |
| * | Filed herewith. |
Exhibit 3.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
This Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the “ Company ”), dated as of September 29, 2016 (this “ Amendment ”), is made and entered into by the Board of Directors of the Company (the “ Board ”) pursuant to Section 11.1(c) of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 13, 2013 (the “ LLC Agreement ”).
WITNESSETH
WHEREAS , the Company is a Delaware limited liability company that was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq . (the “ Act ”), and is currently governed by the LLC Agreement;
WHEREAS , the Board has approved the amendments to the LLC Agreement as set forth herein; and
WHEREAS , the Board has determined in good faith that the amendments will not have a material adverse effect on the preferences or rights associated with the common shares representing limited liability company interests in the Company (including as compared to other classes or series of Shares (as defined in the LLC Agreement)).
NOW, THEREFORE , intending to be legally bound, the LLC Agreement is hereby amended as follows:
| I. | AMENDMENTS |
A. The words “or its subsidiaries” are hereby deleted from the definition of the term “Independent Director” in Section 1.1 of the LLC Agreement.
B. The first sentence of Section 7.7(a) of the LLC Agreement is hereby amended and replaced in its entirety to read as follows:
“Notwithstanding anything to the contrary set forth or implied in this Agreement, to the fullest extent permitted by law, no Director or Officer shall be liable to the Company, the Members or any other Person bound by this Agreement for monetary damages for losses sustained or liabilities incurred as a result of any act or omission of such Director or Officer, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such Person’s conduct was criminal.”
| II. | MISCELLANEOUS |
A. Binding Effect . This Amendment shall be binding upon and inure to the benefit of the members of the Company and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
B. Full Force and Effect . Except to the extent modified hereby, the LLC Agreement shall remain in full force and effect.
C. Governing Law . This Amendment shall be interpreted in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws.
D. Invalidity of Provisions . If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned, pursuant to authority duly delegated by the Board, has caused this Amendment to be duly executed and effective as of the date first written above.
| MEMBERS: | ||
| All members of the Company now and hereafter admitted as members of the Company pursuant to powers of attorney now and hereafter granted to the Chief Executive Officer, including pursuant to Section 2.6 of the LLC Agreement: | ||
| By: |
/s/ Jack A. Fusco |
|
| Name: | Jack A. Fusco | |
| Title: | Chairman, President and Chief Executive | |
| Officer | ||
[ Signature Page to Amendment No. 1 to the CQH LLC Agreement ]