Item 3.02 Unregistered Sale of Equity Securities.

On December 28, 2012, Blackstone CQP Holdco LP (the "Purchaser") acquired 13,333,332 Class B Units (the "Class B Units") issued by Cheniere Energy Partners, L.P. (the "Partnership") for consideration of $199,999,980 (the "December Acquisition"), as contemplated by the Unit Purchase Agreement (the "Purchase Agreement"), dated as of May 14, 2012, as amended by a letter agreement, dated August 9, 2012, by and among Cheniere Energy, Inc., the Partnership and the Purchaser. The December Acquisition completed the Purchaser's acquisition of 100,000,000 Class B Units in the aggregate under the Purchase Agreement for total consideration of $1.5 billion.

The issuance of the Class B Units to the Purchaser was made in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) and Regulation D thereof.

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