CQP 8-K Current Reports

Cheniere Energy Partners 8-K Report, Financial Results (Oct 29, 2026)

Cheniere Energy Partners, L.P. reported third quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated October 29, 2026. For the three months ended September 30, 2026, the Partnership reported revenues of $2,574 million (versus $2,404 million in 2025), net income of $639 million (versus $506 million), and Adjusted EBITDA of $954 million (versus $885 million). For the nine months ended September 30, 2026, revenues were $8,757 million, net income $1,986 million, and Adjusted EBITDA $3,112 million. LNG exports totaled 104 cargoes in the quarter, flat year over year, and 377 TBtu of volumes exported. Total available liquidity was $2,477 million as of September 30, 2026, including cash and cash equivalents of $569 million. The Partnership declared a third-quarter cash distribution of $0.890 per common unit, consisting of a base amount of $0.775 and a variable amount of $0.115, payable November 13, 2026 to unitholders of record as of November 3, 2026. It tightened its full-year 2026 distribution guidance to $3.30 to $3.40 per common unit from $3.10 to $3.40, while maintaining a base distribution of $3.10 per common unit. On the growth front, Sabine Pass Liquefaction, LLC signed a long-term LNG sale and purchase agreement with QatarEnergy in October 2026 for up to 2 mtpa from the early 2030s through 2054, with 1 mtpa subject to, among other things, a positive final investment decision on the first phase of the SPL Expansion Project. FERC issued the final environmental impact statement for the expansion in September 2026, and the Partnership obtained commitments for a term loan sized to finance approximately 50% of estimated first-phase project costs, subject to a positive FID. The FERC siting application and DOE non-FTA export application remain pending.

Oct 29, 2026 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Oct 23, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) filed this Current Report on Form 8-K on October 23, 2026, under Item 8.01 (Other Events) to announce that it declared a quarterly cash distribution of $0.890 per common unit. The distribution is payable on November 13, 2026 to unitholders of record as of November 3, 2026. The filing states that the distribution is comprised of a base amount of $0.775 and a variable amount of $0.115 per common unit, and the Partnership also declared the related distribution to its general partner. The press release attached as Exhibit 99.1 contains tax notices for foreign investors. It states that publicly traded partnerships earning net income effectively connected with a U.S. trade or business are generally required to withhold U.S. income tax from distributions paid to foreign persons. The release states that 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a U.S. trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate, and that 100 percent of such distributions are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The release also serves as qualified notice to nominees, who are treated as withholding agents. The release describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of over 30 million tonnes per annum, five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline. It refers investors to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Oct 23, 2026 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Aug 6, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported second quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the three months ended June 30, 2026, revenues were $2,583 million versus $2,455 million a year earlier, and net income was $1,161 million versus $553 million. Adjusted EBITDA was $983 million versus $726 million. For the six months ended June 30, 2026, revenues were $6,183 million, net income was $1,347 million, and Adjusted EBITDA was $2,158 million. The company attributes the increases primarily to higher total margins per MMBtu of LNG delivered, driven by higher volumes recognized in income. The filing states that the three-month net income increase included approximately $367 million of favorable variances from changes in the fair value of derivative instruments, while the six-month figure reflected $233 million of unfavorable variances. The partnership declared a second quarter cash distribution of $0.820 per common unit, comprised of a $0.775 base amount and a $0.045 variable amount, payable August 14, 2026 to holders of record as of August 7, 2026. It reconfirmed full year 2026 distribution guidance of $3.10 to $3.40 per common unit, maintaining a base distribution of $3.10. Available liquidity was $2,337 million as of June 30, 2026, including $443 million of cash and cash equivalents and $1,871 million of available credit facility commitments. The filing also highlights the SPL Expansion Project, with a potential peak capacity of up to approximately 20 mtpa. In May 2026, Sabine Pass Liquefaction Stage V, LLC signed a lump sum, turnkey EPC contract with Bechtel Energy, Inc. for the first phase, a single train (Train 7) with expected capacity of over 6 mtpa, and released Bechtel to begin early engineering and procurement under a limited notice to proceed. The FERC siting and DOE export authorizations remain pending, and a positive final investment decision is subject to regulatory approvals and acceptable commercial and financing arrangements.

Aug 6, 2026 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Jul 28, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) declared a quarterly cash distribution of $0.820 per common unit on July 28, 2026, payable August 14, 2026 to unitholders of record as of August 7, 2026. The distribution is composed of a base amount of $0.775 and a variable amount of $0.045 per common unit, and the Partnership also declared the related distribution to its general partner. The filing is a brief Item 8.01 (Other Events) notice that incorporates by reference a press release dated July 28, 2026 (Exhibit 99.1). That press release also contains tax notices for nominees and foreign investors, stating that 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It also states that 100 percent of those distributions are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The press release describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of over 30 million tonnes per annum, five LNG storage tanks, three marine berths, and the Creole Trail Pipeline.

Jul 28, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cheniere Energy Partners 8-K Report, Executive Changes (Jul 14, 2026)

Cheniere Energy Partners, L.P. (CQP) filed this Current Report on Form 8-K under Item 5.02 to report board changes at its general partner, Cheniere Energy Partners GP, LLC, effective July 14, 2026. Michael Jennings and Zamir Rauf were appointed to the General Partner's Board of Directors, and both are described as independent directors. Jennings was placed on the Conflicts Committee and the CMI SPA Committee, while Rauf joined the Conflicts Committee, Audit Committee, and Executive Committee. The appointments were made under the rights of Cheniere GP Holding Company, LLC (f/k/a Cheniere LNG Holdings, LLC) under the General Partner's Amended LLC Agreement. James R. Ball and Oliver G. Richard, III resigned from the Board in connection with the appointments. Ball also resigned from the Conflicts Committee, Executive Committee and CMI SPA Committee, and Richard from the Audit Committee and Conflicts Committee. The filing states that the resignations were not due to any disagreement with the Partnership or its management regarding its operations, policies or practices. For investors, the filing is primarily a governance update. Each new director received a $200,000 phantom unit award under the Partnership's Long-Term Incentive Plan, vesting on the first anniversary of grant and payable in common units, cash, or a mix at the director's election, plus a $100,000 annual cash fee for 2026. Both directors signed the General Partner's standard Indemnification Agreement and are not parties to any Item 404(a) related-person transaction.

Jul 14, 2026 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (Jun 9, 2026)

Cheniere Energy Partners, L.P. (CQP) closed the sale of $1 billion aggregate principal amount of 5.350% Senior Notes due 2036 and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 on June 9, 2026. The Notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, and were issued under a 2017 base indenture as supplemented by the eleventh and twelfth supplemental indentures. The Notes are senior unsecured obligations of Cheniere Partners, rank equally with its other unsubordinated debt, and are unconditionally guaranteed by subsidiaries that guarantee its revolving credit facility. Interest on both series is payable semi-annually on May 30 and November 30, beginning November 30, 2026. The 2036 Notes mature November 30, 2036 and the 2056 Notes mature November 30, 2056. Cheniere Partners may redeem the Notes before the applicable par call dates (May 30, 2036 for the 2036 Notes and May 30, 2056 for the 2056 Notes) at the greater of par or a make-whole price, plus accrued interest, and at par plus accrued interest afterward. The indenture contains customary covenants limiting liens, sale-leaseback transactions, and consolidations or asset sales. In connection with the offering, the company agreed to use commercially reasonable efforts to file an exchange offer registration statement within 360 days of the Issue Date, and to pay additional interest if it fails to meet registration deadlines.

Jun 9, 2026 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (May 28, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) disclosed that its indirect subsidiary Sabine Pass Liquefaction Stage V, LLC (SPLV) entered into a Lump Sum Turnkey Agreement dated May 22, 2026 with Bechtel Energy, Inc. for the engineering, procurement and construction of Phase 1 of the Sabine Pass LNG Stage V Liquefaction Project. SPLV issued the first limited notice to proceed on May 22, 2026. Phase 1 covers one liquefaction train (Train 7, built with ConocoPhillips technology) with production capacity substantially similar to the six existing trains, plus one boil-off gas re-liquefaction unit (BOGR) with approximately 1 million tonnes per annum of capacity. SPLV will pay Bechtel approximately $4.69 billion under the contract, subject to change orders, and Bechtel Global Energy, Inc. guarantees Bechtel's obligations. The contract includes performance and delay liquidated damages payable by Bechtel, schedule bonuses for timely substantial completion, and termination rights for both parties. If SPLV fails to issue the full notice to proceed by May 21, 2028, either party may terminate. Bechtel's liability is capped except for certain items, including its title warranty, specified indemnities, and its obligation to complete work needed to make Train 7 and BOGR ready to receive natural gas and produce LNG. The company also amended its Management Services Agreement and Operation and Maintenance Agreement with SPL to update their scope in anticipation of additional liquefaction trains. In a press release, the company said the SPL Expansion Project could reach up to three trains and roughly 20 mtpa in total peak capacity, that Phase 1 has expected capacity of over 6 mtpa, and that a final investment decision on Phase 1 is expected by early 2027, subject to regulatory approvals (FERC and DOE applications remain pending) and an acceptable financing arrangement.

May 28, 2026 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (May 27, 2026)

On May 26, 2026, Cheniere Energy Partners, L.P. (NYSE: CQP) entered into a Purchase Agreement with BofA Securities, Inc., as representative of the initial purchasers, to issue and sell $1 billion aggregate principal amount of 5.350% Senior Notes due 2036 and $750 million aggregate principal amount of 6.050% Senior Notes due 2056. The 2036 Notes will be issued at 99.511% of par and the 2056 Notes at 99.698% of par. Cheniere Partners' subsidiaries Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC act as guarantors. The Notes are expected to close on June 9, 2026, according to the pricing press release furnished as Exhibit 99.2. The same day, Sabine Pass Liquefaction, LLC (SPL), a wholly owned subsidiary, issued an irrevocable notice of full redemption for $1.5 billion of its outstanding 5.00% Senior Secured Notes due 2027. The redemption price is the greater of 100% of principal and a make-whole amount based on the Treasury Rate plus 50 basis points, plus accrued and unpaid interest. SPL intends to fund the redemption with the gross proceeds from the Notes and cash on hand. The Notes will rank pari passu in right of payment with existing senior notes due 2029 through 2035. Proceeds are intended for general partnership purposes, which may include repaying, refinancing or redeeming existing indebtedness, including the 2027 SPL Notes, as well as capital expenditures, working capital and other business opportunities. The filing also notes that certain initial purchasers and their affiliates have provided, and may continue to provide, investment and commercial banking and financial advisory services to Cheniere Partners for customary fees.

May 27, 2026 8-K

Cheniere Energy Partners 8-K Report, Financial Results (May 7, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported first quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated May 7, 2026. For the three months ended March 31, 2026, the Partnership generated revenues of $3.6 billion, net income of $186 million, and Adjusted EBITDA of $1.2 billion, compared with revenues of $2.989 billion, net income of $641 million, and Adjusted EBITDA of $1.038 billion in the prior-year period. The filing attributes the net income decline of approximately $455 million mainly to approximately $599 million of unfavorable variances from changes in the fair value of derivative instruments, including those tied to the long-term Integrated Production Marketing (IPM) agreements. Adjusted EBITDA rose by approximately $137 million, primarily driven by higher total margins per MMBtu of LNG delivered. The Partnership declared a first-quarter cash distribution of $0.790 per common unit (a base amount of $0.775 and a variable amount of $0.015), payable May 15, 2026 to unitholders of record as of May 8, 2026. It reconfirmed full-year 2026 distribution guidance of $3.10 to $3.40 per common unit, with the base distribution maintained at $3.10 per common unit. At March 31, 2026, total available liquidity was $2.132 billion, including $279 million of cash and cash equivalents and $1.831 billion of available credit facility commitments, while current debt rose to $1.606 billion from $306 million at December 31, 2025. The filing also notes that the SPL Expansion Project, with expected total peak production capacity of up to approximately 20 mtpa, remains subject to pending FERC and DOE approvals and to a positive final investment decision.

May 7, 2026 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Apr 28, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported in an Item 8.01 Current Report filed April 28, 2026 that its board declared a quarterly cash distribution of $0.790 per common unit. The distribution is payable May 15, 2026 to unitholders of record as of May 8, 2026, and is comprised of a base amount of $0.775 and a variable amount of $0.015, along with a related distribution to the general partner. The accompanying press release (Exhibit 99.1) also includes tax notices for nominees and foreign investors. It states that publicly traded partnerships that earn effectively connected net income are generally required to withhold US income tax from distributions paid to foreign persons. The release says 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate, and that 100 percent of such distributions exceed cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The release describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of over 30 million tonnes per annum, five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline. The filing itself contains no financial statements, and its primary investor-relevant content is the distribution declaration and the withholding tax disclosure.

Apr 28, 2026 8-K

Cheniere Energy Partners 8-K Report, Executive Changes (Apr 6, 2026)

Cheniere Energy Partners, L.P. (CQP) filed a Current Report on Form 8-K reporting under Item 5.02 that Matthew Runkle was appointed to the Board of Directors of Cheniere Energy Partners GP, LLC, the general partner of the Partnership, effective April 2, 2026. The appointment was made pursuant to the rights of CQP Holdco LP (formerly Blackstone CQP Holdco LP) under the Third Amended and Restated Limited Liability Company Agreement of the General Partner. Mr. Runkle was also appointed to the Executive Committee of the Board and is expected to be appointed to the CMI SPA Committee. In connection with this appointment, Scott Peak resigned as a member of the Board, the Executive Committee and the CMI SPA Committee, effective April 2, 2026. The filing states that Mr. Runkle is a party to the General Partner's standard form of Indemnification Agreement, as described in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2025, filed February 26, 2026. It also states that Mr. Runkle is not a party to any transactions reportable under Item 404(a) of Regulation S-K. The filing is limited to a board composition change at the general partner level. It does not report financial results, operating developments, or compensation terms for Mr. Runkle.

Apr 6, 2026 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Feb 26, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported fourth-quarter and full-year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated February 26, 2026. For the three months ended December 31, 2025, the Partnership reported revenues of $2.9 billion, net income of $1.3 billion and Adjusted EBITDA of $1.0 billion. For the full year 2025, revenues were $10.8 billion, net income was $3.0 billion and Adjusted EBITDA was $3.7 billion. The press release states that net income increased approximately $664 million in the fourth quarter and $477 million for the full year, primarily due to favorable changes in fair value of derivative instruments, including those related to long-term Integrated Production Marketing agreements. Adjusted EBITDA rose about $124 million in the quarter and $89 million for the year, driven by higher total margins per MMBtu of LNG delivered. The Partnership declared a fourth-quarter 2025 distribution of $0.830 per common unit, comprised of a $0.775 base amount and a $0.055 variable amount, paid February 13, 2026. For full-year 2025, total distributions were $3.300 per common unit. The company introduced full-year 2026 distribution guidance of $3.10 to $3.40 per common unit, maintaining the $3.10 base distribution. Liquidity at December 31, 2025 totaled $2.0 billion, including $182 million of cash and $1.8 billion of available revolver commitments. SPL redeemed $300 million of its 2026 senior notes in December 2025 and the remaining $200 million in February 2026. Operationally, the Sabine Pass facility, with production capacity of over 30 mtpa, exported 428 cargoes in 2025. The SPL Expansion Project, targeting up to approximately 20 mtpa, remains subject to a positive final investment decision, pending FERC siting approval and DOE non-FTA export authorization.

Feb 26, 2026 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Jan 28, 2026)

Cheniere Energy Partners, L.P. (NYSE: CQP) disclosed in a Form 8-K filed January 28, 2026 that it declared a quarterly cash distribution of $0.830 per common unit. The distribution is payable February 13, 2026 to unitholders of record as of February 9, 2026, and is comprised of a base amount of $0.775 and a variable amount of $0.055, per the attached press release (Exhibit 99.1). The partnership also declared the related distribution to its general partner. The press release describes the partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction facilities having a total production capacity of over 30 million tonnes per annum of LNG, five LNG storage tanks, vaporizers, and three marine berths. It also owns the Creole Trail Pipeline, which interconnects the Sabine Pass terminal with a number of interstate and intrastate pipelines. For tax-related investors, the release states that the partnership's distributions to foreign investors are attributable to income effectively connected with a U.S. trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. The release serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4 and 1.446(f)-4.

Jan 28, 2026 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Oct 30, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported third quarter 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated October 30, 2025. For the three months ended September 30, 2025, the Partnership reported revenues of $2.4 billion, net income of $506 million and Adjusted EBITDA of $885 million. For the nine months ended September 30, 2025, revenues were $7.8 billion, net income was $1.7 billion and Adjusted EBITDA was $2.6 billion. The filing states that net income decreased by approximately $129 million in the quarter and $187 million year to date, primarily due to unfavorable changes in the fair value of derivative instruments, including those related to Integrated Production Marketing agreements. The Partnership declared a third-quarter cash distribution of $0.830 per common unit, comprised of a base amount of $0.775 and a variable amount of $0.055, payable November 14, 2025 to unitholders of record as of November 7, 2025. It reconfirmed full year 2025 distribution guidance of $3.25 to $3.35 per common unit, with a base distribution of $3.10 per common unit. Total available liquidity was $1.98 billion as of September 30, 2025, including $121 million of cash and cash equivalents and $1.82 billion of available credit facility commitments. During the quarter, the Partnership issued $1.0 billion of 5.550% Senior Notes due 2035 and used the proceeds, together with cash on hand, to redeem $1.0 billion of SPL's 5.875% Senior Secured Notes due 2026. The filing also describes the SPL Expansion Project, expected to reach up to approximately 20 mtpa of peak production capacity, with a positive final investment decision subject to regulatory approvals and acceptable commercial and financing arrangements.

Oct 30, 2025 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Oct 28, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) declared a quarterly cash distribution of $0.830 per common unit on October 28, 2025, payable November 14, 2025 to unitholders of record as of November 7, 2025. The distribution is comprised of a base amount of $0.775 and a variable amount of $0.055, and the Partnership also declared the related distribution to its general partner. The announcement was disclosed under Item 8.01 (Other Events) and detailed in a press release attached as Exhibit 99.1. The press release also includes tax notices for nominees and foreign investors. It states that publicly traded partnerships earning net income effectively connected with a U.S. trade or business are generally required to withhold U.S. income tax from distributions paid to foreign persons. It further states that 100 percent of the Partnership's distributions to foreign investors are attributable to effectively connected income, are subject to federal income tax withholding at the highest applicable effective tax rate, and are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The release describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of over 30 million tonnes per annum, five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline. The filing itself contains no financial statements.

Oct 28, 2025 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Aug 7, 2025)

Cheniere Energy Partners, L.P. reported second quarter 2025 results in Exhibit 99.1 to this 8-K, filed August 7, 2025. For the three months ended June 30, 2025, revenues were $2,455 million (up 30% from $1,894 million), net income was $553 million (down 3% from $570 million), and Adjusted EBITDA was $726 million (down 13% from $832 million). For the six months ended June 30, 2025, revenues were $5,444 million, net income was $1,194 million (down 5%), and Adjusted EBITDA was $1,764 million (down 4%). The filing attributes the decreases in net income and Adjusted EBITDA mainly to planned maintenance during the second quarter, which raised operating expenses and lowered volumes recognized in income, partially offset by higher gross margins per MMBtu of LNG delivered. The Partnership declared a second-quarter cash distribution of $0.820 per common unit, made up of a $0.775 base amount and a $0.045 variable amount, payable August 14, 2025. It reconfirmed full-year 2025 distribution guidance of $3.25 to $3.35 per common unit, with a base distribution of $3.10 per common unit. Total available liquidity was $1,929 million as of June 30, 2025, including $108 million of cash and cash equivalents and $1,785 million of available credit facility commitments. On the balance sheet, total assets were $16,930 million and total liabilities were $17,270 million, leaving a total partners' deficit of $340 million. In July 2025 the Partnership issued $1.0 billion of 5.550% Senior Notes due 2035 and used the proceeds, with cash on hand, to redeem $1.0 billion of SPL's 5.875% Senior Secured Notes due 2026. The filing also updated the SPL Expansion Project's FERC application in June 2025 to a two-phased project with three liquefaction trains and expected peak capacity of up to approximately 20 mtpa.

Aug 7, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cheniere Energy Partners 8-K Report, Corporate Update (Jul 29, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported on its Form 8-K filed July 29, 2025 that it declared a quarterly cash distribution of $0.820 per common unit. The distribution is payable on August 14, 2025 to unitholders of record as of August 8, 2025. The filing states the distribution consists of a base amount of $0.775 and a variable amount of $0.045 per common unit, and it also covers the related distribution to the general partner. The filing also includes tax-related disclosures for foreign unitholders. The partnership states that publicly traded partnerships that earn net income effectively connected with a US trade or business are generally required to withhold US income tax from distributions paid to foreign persons. The press release states that 100 percent of the partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It further states that 100 percent of such distributions are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The press release describes the partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of approximately 30 million tonnes per annum, and the Creole Trail Pipeline. The filing itself contains no other financial results, guidance, or operational updates.

Jul 29, 2025 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (Jul 10, 2025)

Cheniere Energy Partners, L.P. (CQP) reported in this Form 8-K, filed July 10, 2025, that it closed the sale of $1.0 billion aggregate principal amount of 5.550% Senior Notes due 2035. The Notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, and were issued under a base indenture dated September 18, 2017, as supplemented by a tenth supplemental indenture dated July 10, 2025, with The Bank of New York Mellon as trustee. The Notes are senior unsecured obligations of Cheniere Partners, ranking equally with its other unsubordinated debt and senior to any future subordinated debt. They are unconditionally guaranteed by subsidiaries that guarantee its revolving credit facility. Interest is payable semi-annually on April 30 and October 30, beginning April 30, 2026, and the Notes mature October 30, 2035. Cheniere Partners may redeem the Notes before the April 30, 2035 par call date at the greater of 100% of principal or a make-whole price, plus accrued interest, and at 100% of principal plus accrued interest thereafter. The indenture contains customary events of default and covenants limiting liens, sale-leaseback transactions, and consolidations, mergers, or sales of substantially all assets. In connection with the offering, Cheniere Partners and the guarantors entered into a registration rights agreement under which they agreed to use commercially reasonable efforts to offer to exchange the Notes for registered notes, with the registration statement to become effective within 360 days after the Issue Date. Additional interest is payable if they fail to meet these registration obligations.

Jul 10, 2025 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (Jun 26, 2025)

On June 25, 2025, Cheniere Energy Partners, L.P. (CQP) entered into a Purchase Agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, CIBC World Markets Corp., HSBC Securities (USA) Inc., Santander US Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers, to issue and sell $1,000,000,000 aggregate principal amount of 5.550% Senior Notes due 2035. The Notes will be issued at 99.371% of par. The guarantors party to the agreement are Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC. The company stated that it intends to contribute the offering proceeds to its subsidiary, Sabine Pass Liquefaction, LLC (SPL), which issued an irrevocable notice of partial redemption on June 25, 2025 for $1,000,000,000 aggregate principal amount of its outstanding 5.875% Senior Secured Notes due 2026. The redemption price is the greater of 100% of principal and a make-whole amount calculated at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest. SPL intends to fund the redemption with the gross proceeds from the Notes and cash on hand. Separate press releases dated June 25, 2025 announced the intended offering and the pricing of the Notes. The pricing release states the Notes will bear interest at 5.550% per annum, mature on October 30, 2035, and are priced at 99.731% of par, with closing expected on July 10, 2025. The Notes will rank pari passu with existing senior notes due 2029, 2031, 2032, 2033 and 2034. Certain Initial Purchasers and their affiliates have provided, and may continue to provide, investment and commercial banking and financial advisory services to the company for customary fees.

Jun 26, 2025 8-K

Cheniere Energy Partners 8-K Report, Financial Results (May 8, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported first quarter 2025 results on May 8, 2025, as stated in Exhibit 99.1 to this Form 8-K. For the three months ended March 31, 2025, the Partnership generated revenues of $3.0 billion (2,989 million), net income of $641 million, and Adjusted EBITDA of $1.0 billion (1,038 million). Net income decreased approximately $41 million year over year, primarily due to approximately $84 million of unfavorable variances in the fair value of derivative instruments, including those related to long-term Integrated Production Marketing agreements. Adjusted EBITDA increased approximately $38 million, primarily due to higher total margins per MMBtu of LNG delivered. The Partnership declared a cash distribution of $0.820 per common unit for the first quarter, comprised of a base amount of $0.775 and a variable amount of $0.045, payable May 15, 2025 to unitholders of record as of May 9, 2025. It reconfirmed full-year 2025 distribution guidance of $3.25 to $3.35 per common unit, while maintaining a base distribution of $3.10 per common unit. As of March 31, 2025, total available liquidity was approximately $2.0 billion, including cash and cash equivalents of approximately $94 million. During the quarter, SPL repaid the remaining $300 million of its 5.625% Senior Secured Notes due 2025 using cash on hand. Operationally, the Sabine Pass facility loaded 405 TBtu of LNG and exported 112 cargoes in the quarter, compared with 117 TBtu loaded and 114 cargoes a year earlier. The SPL Expansion Project, with expected capacity of up to approximately 20 mtpa, remains in development, and the Partnership received DOE authorization in October 2024 to export to FTA countries.

May 8, 2025 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Apr 29, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) filed a Current Report on Form 8-K on April 29, 2025 to disclose that it declared a quarterly cash distribution of $0.820 per common unit. The distribution is payable on May 15, 2025 to unitholders of record as of May 9, 2025. The distribution comprises a base amount of $0.775 and a variable amount of $0.045 per common unit, as stated in the accompanying press release. The filing attaches Exhibit 99.1, a press release dated April 29, 2025, titled "Cheniere Partners Declares Quarterly Distributions," which also declares the related distribution to the general partner. The press release includes tax notices for nominees and foreign investors. It states that 100 percent of the partnership's distributions to foreign investors are effectively connected with a U.S. trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. The press release describes the partnership's business: it owns the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with liquefaction capacity of approximately 30 million tonnes per annum and five LNG storage tanks, vaporizers, and three marine berths, along with the Creole Trail Pipeline. The filing itself contains no financial statements or operating results for the period.

Apr 29, 2025 8-K

Cheniere Energy Partners 8-K Report, Executive Changes (Apr 2, 2025)

Cheniere Energy Partners, L.P. (CQP) reported in this Current Report on Form 8-K that Scott Peak was appointed to the Board of Directors of Cheniere Energy Partners GP, LLC, the general partner of the Partnership, effective April 1, 2025. The appointment was made pursuant to the rights of CQP Holdco LP (formerly Blackstone CQP Holdco LP) under the Third Amended and Restated Limited Liability Company Agreement of the General Partner to appoint certain directors. Mr. Peak was also appointed to the Executive Committee of the Board and is expected to be appointed to the CMI SPA Committee. In connection with his appointment, Matthew Runkle resigned from the Board, the Executive Committee and the CMI SPA Committee, effective April 1, 2025. The filing states that Mr. Peak is a party to the General Partner's standard form of Indemnification Agreement, as described in the Partnership's Form 10-K for the year ended December 31, 2024, filed February 20, 2025, and that he is not a party to any transactions reportable under Item 404(a) of Regulation S-K.

Apr 2, 2025 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Feb 20, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported results for the fourth quarter and fiscal year ended December 31, 2024, in a press release attached as Exhibit 99.1 to this Form 8-K dated February 20, 2025. For the three months ended December 31, 2024, revenues were $2,460 million (versus $2,686 million, down 8%), net income was $623 million (versus $906 million, down 31%), and Adjusted EBITDA was $890 million (versus $1,050 million, down 15%). For the full year 2024, revenues were $8,704 million (down 10%), net income was $2,510 million (down 41%), and Adjusted EBITDA was $3,574 million (down 1%). The filing attributes the net income decline primarily to unfavorable variances in fair value changes of derivative instruments, approximately $129 million for the quarter and $1.7 billion for the year. Adjusted EBITDA declined mainly due to lower gross margins per MMBtu of LNG delivered, partly offset in the full year by higher volumes. Total available liquidity was approximately $2.2 billion as of December 31, 2024, and SPL repaid $350 million of its 5.625% Senior Secured Notes due 2025 with cash on hand during the quarter. The Partnership declared a fourth-quarter 2024 distribution of $0.820 per common unit, comprising a base amount of $0.775 and a variable amount of $0.045, paid February 14, 2025. It introduced full-year 2025 distribution guidance of $3.25 to $3.35 per common unit while maintaining a base distribution of $3.10 per common unit. The Sabine Pass Liquefaction expansion project, with expected capacity of up to approximately 20 mtpa, received DOE authorization to export to FTA countries in October 2024, and its FERC application remains pending as described.

Feb 20, 2025 8-K

Corporate ChangesExhibits & Filings

Cheniere Energy Partners 8-K Report, Corporate Update (Jan 29, 2025)

Cheniere Energy Partners, L.P. (NYSE: CQP) filed a Current Report on Form 8-K on January 29, 2025 to disclose that it declared a quarterly cash distribution of $0.820 per common unit. The distribution is payable on February 14, 2025 to unitholders of record as of February 10, 2025. The distribution consists of a base amount of $0.775 and a variable amount of $0.045, as stated in the accompanying press release, which also covers the related distribution to the general partner. The press release, attached as Exhibit 99.1, includes tax notices for nominees and foreign investors. It states that publicly traded partnerships earning net income effectively connected with a US trade or business are generally required to withhold US income tax from distributions paid to foreign persons. The release states that 100 percent of the partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It also states that 100 percent of these distributions are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). The press release describes the partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, along with five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline.

Jan 29, 2025 8-K

Regulation FD

Cheniere Energy Partners 8-K Report, Regulation FD Disclosure (Jan 10, 2025)

Cheniere Energy Partners, L.P. ("Cheniere Partners") reported in this Item 7.01 Regulation FD Disclosure, filed January 10, 2025, that it has extended its offer to exchange up to $1.2 billion aggregate principal amount of its outstanding 5.750% Senior Notes due 2034 (the "Old Notes") for an equivalent amount of its 5.750% Senior Notes due 2034 registered under the Securities Act of 1933, as amended (the "Exchange Notes"). The extension was attributed to the closure of the federal government on January 9, 2025. The Exchange Offer, previously scheduled to expire at 5:00 p.m., New York City time, on January 10, 2025, will now expire at 5:00 p.m., New York City time, on January 13, 2025, unless further extended. All other terms, provisions and conditions of the Exchange Offer remain in full force and effect. The filing is a notice of a procedural timing change to the exchange offer and states that it is not an offer to sell or solicitation to buy the Exchange Notes, nor an offer to purchase or solicitation to sell the Old Notes.

Jan 10, 2025 8-K

Cheniere Energy Partners 8-K Report, Code of Ethics Amendment (Nov 19, 2024)

Cheniere Energy Partners, L.P. filed this Current Report on Form 8-K on November 19, 2024 to disclose an amendment to its Code of Business Conduct and Ethics. The Board of Directors of Cheniere Energy Partners GP, LLC, the general partner of the Partnership, adopted and approved the amendments on November 14, 2024, effective January 2, 2025. The filing is a governance disclosure under Item 5.05 and does not report financial results, operating metrics, or financial statements. According to the filing, the revisions clarify and update provisions on gifts and entertainment, insider trading, conflicts of interest, and protection of Partnership assets and information, including the use of artificial intelligence. The amendments also add provisions on whistleblower protections and other protected activity, and make other administrative and non-substantive updates. The full Code is filed as Exhibit 14.1 and is also available on the company's website at www.cheniere.com. For investors, this filing is a routine compliance update with no stated financial impact. Its most notable elements are the new AI-use provisions and the expanded whistleblower protections, which bear on the Partnership's internal controls and governance practices.

Nov 19, 2024 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Oct 31, 2024)

Cheniere Energy Partners, L.P. reported third quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated October 31, 2024. For the three months ended September 30, 2024, the Partnership reported revenues of $2,055 million, net income of $635 million, and Adjusted EBITDA of $852 million, compared with revenues of $2,128 million, net income of $791 million, and Adjusted EBITDA of $793 million in the prior-year quarter. For the nine months ended September 30, 2024, revenues were $6,244 million, net income was $1,887 million, and Adjusted EBITDA was $2,684 million. The filing attributes the decline in net income primarily to unfavorable changes in fair value of derivative instruments, while higher volumes drove the increase in Adjusted EBITDA, partially offset by lower gross margins per MMBtu of LNG delivered. LNG exports rose to 104 cargoes and 377 TBtu in the quarter, from 100 cargoes and 359 TBtu a year earlier. The Partnership declared a cash distribution of $0.810 per common unit for the third quarter, comprised of a base amount of $0.775 and a variable amount of $0.035, payable November 14, 2024 to holders of record as of November 4, 2024. The Partnership reconfirmed its full year 2024 distribution guidance of $3.15 to $3.35 per common unit and maintained a base distribution of $3.10 per common unit. Total available liquidity was approximately $2.2 billion as of September 30, 2024, including cash and cash equivalents of $331 million. In October 2024, the Partnership received authorization from the U.S. Department of Energy to export LNG to Free-Trade Agreement countries for the SPL Expansion Project, which the company describes as expected to have up to approximately 20 mtpa of production capacity.

Oct 31, 2024 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Oct 25, 2024)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported in this Form 8-K, filed October 25, 2024, that it declared a quarterly cash distribution of $0.810 per common unit. The distribution is payable November 14, 2024 to unitholders of record as of November 4, 2024. The Partnership issued a press release on the same date announcing the distribution, filed as Exhibit 99.1. The press release states that the $0.810 per-unit distribution consists of a base amount of $0.775 and a variable amount of $0.035, and that the Partnership also declared the related distribution to its general partner. It describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, along with five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline. The release also includes tax notices for foreign unitholders. It states that publicly traded partnerships earning effectively connected income are generally required to withhold U.S. income tax on distributions paid to foreign persons, and that 100 percent of distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. It also serves as qualified notice to nominees under the cited Treasury Regulations.

Oct 25, 2024 8-K

Cheniere Energy Partners 8-K Report, Executive Changes (Oct 3, 2024)

Cheniere Energy Partners, L.P. filed this Current Report on Form 8-K to disclose a change in its general partner's board and senior management. On October 2, 2024, Anatol Feygin, Executive Vice President and Chief Commercial Officer, was appointed to the Board of Directors of Cheniere Energy Partners GP, LLC, the general partner of the Partnership. The appointment was made under the rights of Cheniere GP Holding Company, LLC under the general partner's Third Amended and Restated Limited Liability Company Agreement to appoint certain directors. In connection with Mr. Feygin's appointment, Corey Grindal resigned as Executive Vice President and Chief Operating Officer of the general partner and as a member of the Board, effective October 2, 2024. The filing states that Mr. Feygin is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K. The filing is limited to Item 5.02 and does not report financial results, financial figures, or operational metrics. For investors, the主要 takeaway is a leadership change in the general partner's management, with the commercial function now represented on the Board and the operations role vacated by Mr. Grindal.

Oct 3, 2024 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Aug 8, 2024)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported second quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated August 8, 2024. For the three months ended June 30, 2024, the Partnership reported total revenues of $1,894 million, net income of $570 million, and Adjusted EBITDA of $832 million. For the six months ended June 30, 2024, revenues were $4,189 million, net income was $1,252 million, and Adjusted EBITDA was $1,832 million. Net income declined year over year, which the filing attributes primarily to unfavorable variances from changes in fair value of derivative instruments, with derivative gains of $104 million for the quarter versus $230 million a year earlier. Adjusted EBITDA rose, which the filing attributes primarily to higher volumes delivered and lower operating and maintenance expenses. The Partnership declared a second-quarter cash distribution of $0.810 per common unit, comprised of a base amount of $0.775 and a variable amount of $0.035, payable August 14, 2024, to unitholders of record as of August 7, 2024. It reconfirmed full-year 2024 distribution guidance of $3.15 to $3.35 per common unit, with a base distribution of $3.10 per common unit. Liquidity was approximately $2.2 billion at June 30, 2024, including $351 million of cash and cash equivalents. In May 2024 the Partnership issued $1.2 billion of 5.750% Senior Notes due 2034, and the proceeds, with cash on hand, were used to retire $1.2 billion of SPL's 5.625% Senior Secured Notes due 2025. Moody's upgraded the ratings of the Partnership and Sabine Pass Liquefaction, LLC, and both are now investment grade rated by Moody's, S&P Global Ratings and Fitch Ratings. Operationally, the Sabine Pass LNG terminal has six liquefaction Trains with total production capacity of approximately 30 mtpa. The company exported 103 cargoes in the quarter, compared with 98 a year earlier. The filing also describes the SPL Expansion Project, with expected capacity of up to approximately 20 mtpa, for which applications were submitted to FERC and DOE in February 2024.

Aug 8, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cheniere Energy Partners 8-K Report, Corporate Update (Jul 26, 2024)

Cheniere Energy Partners, L.P. (NYSE: CQP) filed a Current Report on Form 8-K on July 26, 2024 to disclose that it declared a quarterly cash distribution of $0.810 per common unit. The distribution is payable on August 14, 2024 to unitholders of record as of August 7, 2024. The filing states the distribution was announced in a press release of the same date, attached as Exhibit 99.1. The press release breaks the $0.810 per-unit distribution into a base amount of $0.775 and a variable amount of $0.035. The Partnership also declared the related distribution to its general partner. The release describes the Partnership as the owner of the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, plus the Creole Trail Pipeline. The release also contains tax notices for nominees and foreign investors. It states that 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It further states that 100 percent of these distributions to foreign investors are in excess of cumulative net income for purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii).

Jul 26, 2024 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (May 22, 2024)

Cheniere Energy Partners, L.P. (CQP) closed on May 22, 2024 the sale of $1.2 billion aggregate principal amount of its 5.750% Senior Notes due 2034. The notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, and were issued under the Base Indenture dated September 18, 2017, as supplemented by a ninth supplemental indenture dated May 22, 2024, with The Bank of New York Mellon as trustee. The notes mature on August 15, 2034, and pay interest semi-annually in cash on February 15 and August 15, beginning February 15, 2025. They are senior unsecured obligations of the Partnership, ranking equally with its other unsubordinated debt, and are unconditionally guaranteed by subsidiaries that guarantee its revolving credit facility. The Partnership may redeem the notes before the February 15, 2034 Par Call Date at the greater of 100% of principal or a make-whole price, plus accrued interest, and at 100% of principal plus accrued interest thereafter. In connection with the offering, the Partnership entered into a registration rights agreement with the guarantors and the initial purchasers, under which it has agreed to use commercially reasonable efforts to file and cause to become effective an exchange offer registration statement within 360 days after the issue date, and to pay additional interest if it fails to meet the registration deadlines. The Notes Indenture contains customary events of default and covenants limiting liens, sale-leaseback transactions, and consolidations, mergers, or dispositions of substantially all assets.

May 22, 2024 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (May 9, 2024)

On May 8, 2024, Cheniere Energy Partners, L.P. (NYSE: CQP) entered into a Purchase Agreement with a group of initial purchasers led by BofA Securities, Citigroup Global Markets, ING, MUFG, SMBC Nikko and Standard Chartered to sell $1,200,000,000 aggregate principal amount of 5.750% Senior Notes due 2034. The notes will be issued at 99.820% of par, and the offering is expected to close on May 22, 2024. The guarantors are Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC. The Purchase Agreement includes customary representations, warranties, closing conditions and indemnification obligations. The Partnership intends to contribute the net offering proceeds to its subsidiary Sabine Pass Liquefaction, LLC (SPL), which on May 8, 2024 issued an irrevocable notice of partial redemption for $1,200,000,000 of its outstanding 5.625% Senior Secured Notes due 2025. The redemption price is the greater of 100% of principal and a make-whole amount calculated at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest. SPL intends to fund the redemption with the gross proceeds from the notes and cash on hand. The new notes will rank pari passu with existing senior notes due 2029, 2031, 2032 and 2033. The filing also furnishes two press releases dated May 8, 2024: one announcing the offering and one announcing its pricing. Certain initial purchasers and their affiliates have provided, and may continue to provide, investment and commercial banking and financial advisory services to the Partnership in the ordinary course for customary fees.

May 9, 2024 8-K

Cheniere Energy Partners 8-K Report, Financial Results (May 3, 2024)

Cheniere Energy Partners, L.P. (NYSE: CQP) reported first quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated May 3, 2024. For the three months ended March 31, 2024, revenues were $2.3 billion (versus $2.9 billion in the prior-year period), net income was $682 million (versus $1.9 billion), and Adjusted EBITDA was $1.0 billion (versus $1.03 billion). The filing attributes the net income decline primarily to an approximately $1.2 billion unfavorable change in fair value of derivative instruments, from a $1.3 billion gain to a $43 million gain, and attributes the Adjusted EBITDA decline of about $26 million primarily to lower total margins per MMBtu of LNG delivered. The partnership reconfirmed full-year 2024 distribution guidance of $3.15 to $3.35 per common unit, maintaining a base distribution of $3.10 per common unit. It declared a first-quarter cash distribution of $0.810 per common unit, comprised of a $0.775 base amount and a $0.035 variable amount, payable May 15, 2024 to unitholders of record as of May 9, 2024. Total available liquidity was approximately $2.1 billion as of March 31, 2024, and SPL prepaid $150 million of its 5.750% Senior Secured Notes due 2024 during the quarter. The release also notes that in February 2024 subsidiaries applied to FERC to site, construct and operate the SPL Expansion Project, an expansion with expected total production capacity of up to approximately 20 mtpa, and applied to the DOE for authorization to export LNG to FTA and non-FTA countries.

May 3, 2024 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Apr 29, 2024)

Cheniere Energy Partners, L.P. (NYSE: CQP) filed a Current Report on Form 8-K on April 29, 2024 to report that it declared a quarterly cash distribution of $0.810 per common unit. The distribution is payable on May 15, 2024 to unitholders of record as of May 9, 2024. The press release announcing the distribution was issued the same day and is attached as Exhibit 99.1. The $0.810 distribution is made up of a base amount of $0.775 and a variable amount of $0.035. The partnership also declared the related distribution to its general partner. The filing describes the partnership as the owner of the Sabine Pass LNG terminal in Cameron Parish, Louisiana, which has six liquefaction Trains with a total production capacity of approximately 30 million tonnes per annum of LNG, and of the Creole Trail Pipeline. The press release also includes U.S. tax withholding notices for distributions paid to foreign persons. It states that 100 percent of distributions to foreign investors are effectively connected with a U.S. trade or business and subject to federal income tax withholding at the highest applicable effective tax rate. Nominees are identified as withholding agents for distributions they receive on behalf of foreign investors.

Apr 29, 2024 8-K

Cheniere Energy Partners 8-K Report, Executive Changes (Apr 2, 2024)

Cheniere Energy Partners, L.P. (CQP) filed this Current Report on Form 8-K dated April 2, 2024 to disclose changes to the Board of Directors of its general partner, Cheniere Energy Partners GP, LLC. Matthew Hutton and Matthew Runkle were appointed to the Board effective April 2, 2024, pursuant to the rights of CQP Holdco LP (formerly Blackstone CQP Holdco LP) under the general partner's Third Amended and Restated Limited Liability Company Agreement to appoint certain directors. In connection with these appointments, Brian Baker and Scott Peak resigned from the Board and the Executive Committee, effective the same date, and Mr. Peak also resigned from the CMI SPA Committee. Messrs. Hutton and Runkle were appointed to the Executive Committee, and Mr. Runkle is expected to join the CMI SPA Committee. The filing states that both new directors are parties to the general partner's standard form of Indemnification Agreement, as described in the Partnership's Form 10-K for the year ended December 31, 2023, and that neither is party to any transaction reportable under Item 404(a) of Regulation S-K. The filing does not disclose any change in financial results or operations.

Apr 2, 2024 8-K

Securities & ListingRegulation FDExhibits & Filings

Cheniere Energy Partners 8-K Report, Financial Results (Feb 22, 2024)

Cheniere Energy Partners, L.P. reported fourth-quarter and full-year 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the twelve months ended December 31, 2023, revenues were $9.7 billion (versus $17.2 billion in 2022), net income was $4.3 billion (versus $2.5 billion), and Adjusted EBITDA was $3.6 billion (versus $5.1 billion). The filing attributes the net income increase primarily to fair value changes in the derivative portfolio, which were approximately $2.1 billion of gains in 2023 compared with $(1.1) billion of losses in 2022. Adjusted EBITDA declined mainly due to lower regasification revenues following the early termination of one terminal use agreement in 2022, and to a lesser extent, lower total margins per MMBtu of LNG delivered. For the fourth quarter, revenues were $2.7 billion, net income was $906 million, and Adjusted EBITDA was $1.05 billion. The Partnership declared a distribution of $1.035 per common unit for the quarter, comprised of a $0.775 base amount and a $0.260 variable amount, payable February 14, 2024. It introduced full-year 2024 distribution guidance of $3.15 to $3.35 per common unit while maintaining a $3.10 base distribution. Total available liquidity at year-end 2023 was approximately $2.4 billion, including cash and cash equivalents of approximately $575 million. The filing also notes that the Partnership moved its listing from the NYSE American to the NYSE effective February 5, 2024, continuing to trade under the symbol CQP. It expects to file an application with FERC for the SPL Expansion Project by the end of the first quarter of 2024.

Feb 22, 2024 8-K

Cheniere Energy Partners 8-K Report, Listing Notice (Jan 31, 2024)

On January 31, 2024, Cheniere Energy Partners, L.P. (CQP) filed a Form 8-K to disclose that its general partner's Board of Directors determined on January 26, 2024 to voluntarily withdraw the principal listing of the Partnership's common units from the NYSE American and transfer the listing to the New York Stock Exchange (NYSE). The NYSE American listing is expected to end at market close on Friday, February 2, 2024, with trading on the NYSE beginning at market open on Monday, February 5, 2024. The filing furnishes a press release (Exhibit 99.1) announcing that both Cheniere Energy, Inc. (LNG) and Cheniere Energy Partners, L.P. (CQP) were approved for uplisting to the NYSE. The release states that both companies will continue to trade under their existing symbols, "LNG" and "CQP" respectively. Zach Davis, Cheniere's Executive Vice President and Chief Financial Officer, is quoted describing the move as part of the NYSE family and a continuation of the company's success story on the NYSE American and its predecessors. For investors, the event is administrative in nature: it changes the exchange on which the units trade but does not change the ticker or the Partnership's business description in the release. The Partnership owns the Sabine Pass LNG terminal, with six liquefaction Trains and a total production capacity of approximately 30 mtpa, plus the Creole Trail Pipeline. The filing itself does not report financial results or new financial metrics.

Jan 31, 2024 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Jan 26, 2024)

Cheniere Energy Partners, L.P. (CQP) filed this Form 8-K on January 26, 2024 to report that it declared a quarterly cash distribution of $1.035 per common unit. The distribution is payable February 14, 2024 to unitholders of record as of February 7, 2024. The filing states the distribution is comprised of a base amount of $0.775 and a variable amount of $0.260, and the Partnership also declared the related distribution to its general partner. The press release attached as Exhibit 99.1 contains tax-related disclosures for investors. It states that publicly traded partnerships earning net income effectively connected with a US trade or business are generally required to withhold US income tax from distributions paid to foreign persons. The release states that 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a US trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It also serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4 and 1.446(f)-4. The release describes the Partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, along with five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline. The filing itself is a routine distribution announcement, with no new financial results disclosed.

Jan 26, 2024 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Nov 2, 2023)

Cheniere Energy Partners, L.P. (NYSE American: CQP) reported third quarter 2023 results in a press release filed as Exhibit 99.1 to this Form 8-K. For the three months ended September 30, 2023, the Partnership generated revenues of $2.1 billion, net income of $791 million and Adjusted EBITDA of $793 million, compared with a net loss of $514 million and Adjusted EBITDA of $1,471 million in the prior-year quarter. For the nine months ended September 30, 2023, revenues were $7.0 billion, net income $3.3 billion and Adjusted EBITDA $2.6 billion. The company attributed the net income swing primarily to non-cash favorable changes in fair value of commodity derivatives, and the decline in Adjusted EBITDA to lower regasification revenues from the early termination of a terminal use agreement in 2022 and decreased total margins per MMBtu of LNG delivered. The Partnership reconfirmed full-year 2023 distribution guidance of $4.00 to $4.25 per common unit and declared a cash distribution of $1.03 per common unit for the third quarter, comprised of a base amount of $0.775 and a variable amount of $0.255, payable November 14, 2023 to unitholders of record as of November 6, 2023. As of September 30, 2023, total available liquidity was approximately $2.3 billion, including cash and cash equivalents of approximately $499 million. In July 2023, SPL redeemed $1.4 billion of its 5.75% Senior Secured Notes due 2024 using proceeds from a $1.4 billion issuance of 5.95% Senior Notes due 2033. The Sabine Pass facility has six liquefaction Trains with total production capacity of approximately 30 mtpa. The company is also developing the SPL Expansion Project, with potential capacity of up to 20 mtpa, and executed a Front-End Engineering and Design contract with Bechtel in April 2023.

Nov 2, 2023 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Oct 27, 2023)

On October 27, 2023, Cheniere Energy Partners, L.P. (NYSE American: CQP) declared a quarterly cash distribution of $1.03 per common unit, payable November 14, 2023 to unitholders of record as of November 6, 2023. The distribution is comprised of a base amount of $0.775 and a variable amount of $0.255, and the Partnership also declared the related distribution to its general partner. The announcement was made through a press release attached to the Form 8-K as Exhibit 99.1. The press release also includes tax disclosures for investors. It states that publicly traded partnerships with net income effectively connected with a U.S. trade or business are generally required to withhold U.S. income tax from distributions paid to foreign persons. The release states that 100 percent of the Partnership's distributions to foreign investors are attributable to income effectively connected with a U.S. trade or business and are subject to federal income tax withholding at the highest applicable effective tax rate. It also serves as qualified notice to nominees under Treasury Regulation Section 1.1446-4 and 1.446(f)-4. The release describes the Partnership's assets as the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, plus five LNG storage tanks, vaporizers, three marine berths, and the Creole Trail Pipeline.

Oct 27, 2023 8-K

Cheniere Energy Partners 8-K Report, Financial Results (Aug 3, 2023)

Cheniere Energy Partners, L.P. (CQP) reported second quarter 2023 results in a press release attached as Exhibit 99.1 to this 8-K, filed August 3, 2023. For the three months ended June 30, 2023, the Partnership reported revenues of $1.9 billion ($1,933 million), net income of $622 million, and Adjusted EBITDA of $757 million. For the six months, revenues were $4.9 billion, net income $2.6 billion ($2,557 million), and Adjusted EBITDA $1.8 billion ($1,783 million). The filing states that net income increased mainly due to non-cash favorable changes in fair value of commodity derivatives, primarily tied to the Tourmaline Integrated Production Marketing agreement. Adjusted EBITDA declined, which the company attributed mainly to lower total margins per MMBtu of LNG delivered and lower regasification revenues following the early termination of the Chevron Terminal Use Agreement. The Partnership reconfirmed full-year 2023 distribution guidance of $4.00 to $4.25 per common unit and declared a second-quarter distribution of $1.03 per common unit, payable August 14, 2023, to holders of record as of August 7, 2023. Total available liquidity was approximately $3.7 billion as of June 30, 2023, including cash and cash equivalents of about $1.8 billion. During the quarter, the Partnership issued $1.4 billion of 5.95% Senior Notes due 2033, entered into a $1.0 billion CQP Revolving Credit Facility and SPL entered into a $1.0 billion SPL Revolving Credit Facility, and repurchased about $200 million of 2024 SPL Senior Notes. The filing also notes progress on the SPL Expansion Project, which entered FERC pre-filing review under NEPA in May 2023 and includes a FEED contract with Bechtel executed in April 2023. The expansion is expected to add up to 3 trains with approximately 20 mtpa of capacity.

Aug 3, 2023 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Jul 28, 2023)

Cheniere Energy Partners, L.P. (NYSE American: CQP) reported in this Form 8-K filed July 28, 2023 that it declared a quarterly cash distribution of $1.03 per common unit. The distribution is payable August 14, 2023 to unitholders of record as of August 7, 2023. The declaration was announced in a press release attached as Exhibit 99.1. The $1.03 distribution is composed of a base amount of $0.775 and a variable amount of $0.255 per common unit. The partnership also declared the related distribution to its general partner. The filing describes the partnership as owning the Sabine Pass LNG terminal in Cameron Parish, Louisiana, with six liquefaction Trains and a total production capacity of approximately 30 million tonnes per annum of LNG, plus five LNG storage tanks, vaporizers, and three marine berths for regasification. It also owns the Creole Trail Pipeline, which interconnects the terminal with interstate and intrastate pipelines. The press release includes tax disclosures for investors. Publicly traded partnerships with effectively connected income are generally required to withhold U.S. income tax on distributions paid to foreign persons. The release states that 100 percent of distributions to foreign investors are attributable to effectively connected income and are subject to federal withholding at the highest applicable effective tax rate. It also states that 100 percent of distributions to foreign investors exceed cumulative net income for purposes of the cited Treasury Regulation.

Jul 28, 2023 8-K

Material AgreementsFinancial Events

Cheniere Energy Partners 8-K Report, Executive Changes (Jun 28, 2023)

Cheniere Energy Partners, L.P. (CQP) filed this Current Report on Form 8-K dated June 28, 2023 to disclose a change in its general partner's board of directors. Taylor Johnson, Deputy General Counsel and Assistant Secretary, was appointed to the Board of Directors of Cheniere Energy Partners GP, LLC, the general partner of the Partnership. The appointment was made under the rights of Cheniere GP Holding Company, LLC, as set out in the general partner's Third Amended and Restated Limited Liability Company Agreement. In connection with the appointment, Tim Wyatt resigned from the Board and from the CMI SPA Committee, effective June 28, 2023. Mr. Johnson is also expected to be appointed to the CMI SPA Committee. He has entered into the general partner's standard form of Indemnification Agreement, which is described in the Partnership's Form 10-K for the year ended December 31, 2022, filed February 23, 2023. The filing states that Mr. Johnson is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K. No financial results, operating metrics or compensation terms are reported in this filing.

Jun 28, 2023 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (Jun 26, 2023)

On June 23, 2023, Cheniere Energy Partners, L.P. (CQP) entered into a $1 billion Senior Unsecured Revolving Credit and Guaranty Agreement, which refinances and replaces its existing revolving credit facility dated May 29, 2019. The new facility is intended to extend the maturity date, reduce the interest rate and commitment fees, and make other changes to terms. It matures on June 23, 2028, and is available for general corporate purposes of CQP and/or its subsidiaries, including letters of credit. The facility contains no financial covenants, with negative covenants limited to restricted payments (including dividends), indebtedness, liens, fundamental changes, hedging, and affiliate transactions. On the same date, Sabine Pass Liquefaction, LLC (SPL), a wholly-owned subsidiary of CQP, entered into a separate $1 billion Senior Secured Revolving Credit and Guaranty Agreement, refinancing its March 19, 2020 revolving credit facility on similar terms and also maturing June 23, 2028. The SPL facility is secured on a pari passu first-priority basis by substantially all of SPL's assets and a pledge of its membership interests, and SPL also entered into a Fourth Amended and Restated Common Terms Agreement with Société Générale as common security trustee. Under Item 2.03, the filing incorporates the above information as a creation of a direct financial obligation. Based on current credit ratings, the filing states CQP's SOFR margin is 1.50% and its commitment fee is 0.20%, while SPL's SOFR margin is 1.125% and its commitment fee is 0.10%. Pricing on both facilities is tied to credit ratings, so future rating changes would alter borrowing costs.

Jun 26, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Cheniere Energy Partners 8-K Report, Material Agreement (Jun 21, 2023)

Cheniere Energy Partners, L.P. (CQP) closed the sale of its previously announced offering of $1.4 billion aggregate principal amount of 5.950% Senior Notes due 2033 on June 21, 2023. The notes were sold on a private placement basis under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, and were issued under the Base Indenture dated September 18, 2017, as supplemented by an Eighth Supplemental Indenture with The Bank of New York Mellon as trustee. The notes mature on June 30, 2033, pay interest semi-annually on June 30 and December 30 beginning December 30, 2023, and are senior unsecured obligations of the Partnership, unconditionally guaranteed by subsidiaries that guarantee its revolving credit facility. The Partnership may redeem the notes at any time before December 30, 2032 (the Par Call Date) at the greater of 100% of principal or a specified make-whole price, plus accrued and unpaid interest. From and after the Par Call Date, redemption is at 100% of principal plus accrued interest. The indenture contains customary events of default and covenants limiting liens, sale-leaseback transactions, and consolidations, mergers, or sales of all or substantially all assets, subject to important limitations and exceptions. In connection with the offering, the Partnership, its guarantors and Morgan Stanley & Co. LLC, as representative of the initial purchasers, entered into a Registration Rights Agreement. The Partnership and guarantors agreed to use commercially reasonable efforts to register an exchange offer for the notes and, under specified circumstances, a resale shelf registration, with the registration statement to become effective within 360 days after the Issue Date. Additional interest is payable if the registration obligations are not met within the specified periods.

Jun 21, 2023 8-K

Cheniere Energy Partners 8-K Report, Material Agreement (Jun 7, 2023)

On June 6, 2023, Cheniere Energy Partners, L.P. (CQP) entered into a Purchase Agreement with Morgan Stanley & Co. LLC, as representative of the initial purchasers, to issue and sell $1,400,000,000 aggregate principal amount of its 5.95% Senior Notes due 2033. The notes were priced at 99.774% of par, and the offering was expected to close on June 21, 2023. The guarantors under the agreement are Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P., and Cheniere Pipeline GP Interests, LLC. The Partnership intends to contribute the offering proceeds to its subsidiary, Sabine Pass Liquefaction, LLC (SPL), which issued an irrevocable notice on June 6, 2023 to partially redeem $1.4 billion of its 5.750% Senior Secured Notes due 2024. The redemption price is the greater of par and a make-whole amount calculated at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest. SPL intends to fund the redemption with the gross proceeds from the 2033 Notes and cash on hand. The 2033 Notes will rank pari passu in right of payment with existing senior notes at the Partnership, including the notes due 2029, 2031 and 2032. The filing notes that the initial purchasers and their affiliates have provided, and may continue to provide, investment and commercial banking and financial advisory services to the Partnership for customary fees.

Jun 7, 2023 8-K

Cheniere Energy Partners 8-K Report, Financial Results (May 2, 2023)

Cheniere Energy Partners, L.P. (NYSE American: CQP) reported first quarter 2023 results in a press release attached as Exhibit 99.1 to this Form 8-K. For the three months ended March 31, 2023, the Partnership generated revenues of $2.9 billion ($2,917 million, versus $3,328 million a year earlier), net income of $1.9 billion ($1,935 million, versus $159 million), and Adjusted EBITDA of $1.0 billion ($1,026 million, versus $1,031 million). The large net income increase was primarily attributed to non-cash favorable changes in fair value of commodity derivatives, including approximately $1.0 billion related to the Tourmaline Integrated Production Marketing agreement, along with increased LNG volumes, partially offset by lower regasification revenues following the early termination of the Chevron Terminal Use Agreement. Adjusted EBITDA was essentially flat, decreasing by approximately $5 million. The Partnership declared a cash distribution of $1.03 per common unit ($0.775 base and $0.255 variable), payable May 15, 2023 to unitholders of record as of May 8, 2023, and reconfirmed full-year 2023 distribution guidance of $4.00 to $4.25 per common unit. As of March 31, 2023, total available liquidity was approximately $2.6 billion, including cash and cash equivalents of $834 million. The company also disclosed progress on the SPL Expansion Project, an expansion of up to three liquefaction trains with expected capacity of approximately 20 mtpa, including the initiation of FERC NEPA pre-filing review in February 2023 and a FEED contract with Bechtel Energy Inc. executed in April 2023. S&P Global Ratings upgraded Sabine Pass Liquefaction, LLC from BBB to BBB+ with a stable outlook in February 2023.

May 2, 2023 8-K

Cheniere Energy Partners 8-K Report, Corporate Update (Apr 28, 2023)

Cheniere Energy Partners, L.P. (NYSE American: CQP) filed a Form 8-K on April 28, 2023 to report that it declared a quarterly cash distribution of $1.03 per common unit. The distribution is payable on May 15, 2023 to unitholders of record as of May 8, 2023, and is made up of a base amount of $0.775 and a variable amount of $0.255. The partnership also declared the related distribution to its general partner. The filing is largely a routine distribution announcement, with the substance contained in Exhibit 99.1, a press release dated April 28, 2023. The partnership owns the Sabine Pass LNG terminal in Cameron Parish, Louisiana, which has six liquefaction Trains with total production capacity of approximately 30 million tonnes per annum of LNG, along with five LNG storage tanks, vaporizers, and three marine berths. It also owns the Creole Trail Pipeline, which interconnects the terminal with interstate and intrastate pipelines. For investors, the press release states that distributions to foreign persons are generally subject to U.S. withholding tax, and that 100 percent of distributions to foreign investors are attributable to income effectively connected with a U.S. trade or business and subject to federal income tax withholding at the highest applicable effective tax rate. Nominees are treated as withholding agents responsible for withholding on behalf of foreign investors.

Apr 28, 2023 8-K