01—Abstract
Summary
Summary of the 8-K filed May 22, 2024. Cited figures are marked; the original filing is the authoritative source.
Cheniere Energy Partners, L.P.
(CQP) closed on May 22, 2024 the sale of $1.2 billiona 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%b 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.
02—Key points
Key Highlights
- Closed the sale of $1.2 billion aggregate principal amount of 5.750% Senior Notes due 2034 on May 22, 2024.
- Notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, and were not registered under the Securities Act.
- Interest is payable semi-annually on February 15 and August 15, beginning February 15, 2025; maturity is August 15, 2034.
- Notes are senior unsecured obligations, guaranteed by subsidiaries that guarantee the Partnership's revolving credit facility, and rank senior to any future subordinated debt.
- Optional redemption before February 15, 2034 is at the greater of 100% of principal or a make-whole price, plus accrued interest; at 100% of principal plus accrued interest thereafter.
- Registration rights agreement requires commercially reasonable efforts to effect an exchange offer within 360 days after the issue date, with additional interest payable if registration obligations are not met.
- Notes Indenture includes covenants limiting liens, sale-leaseback transactions, and consolidations, mergers, or dispositions of substantially all assets.
03—Questions
Frequently Asked Questions
How much debt did Cheniere Energy Partners issue and at what rate?
The Partnership closed the sale of $1.2 billion aggregate principal amount of 5.750% Senior Notes due 2034 on May 22, 2024.
When do the notes mature and when is interest paid?
The notes mature on August 15, 2034. Interest accrues at 5.750% per annum from the Issue Date and is payable semi-annually in cash on February 15 and August 15, beginning February 15, 2025.
Can the Partnership redeem the notes early?
Yes. Before February 15, 2034 (the Par Call Date), the Partnership may redeem all or part of the notes at the greater of 100% of principal or a specified make-whole price, plus accrued and unpaid interest. On and after the Par Call Date, it may redeem at 100% of principal plus accrued and unpaid interest.
Are the notes registered with the SEC?
No. The notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S. The Partnership has agreed under a registration rights agreement to use commercially reasonable efforts to offer to exchange them for registered notes, with the registration statement to become effective within 360 days after the Issue Date.
Who guarantees the notes and how do they rank?
The notes are unconditionally guaranteed by each of the Partnership's current and future subsidiaries that guarantee its revolving credit facility. They are senior unsecured obligations ranking equally with the Partnership's other existing and future unsubordinated debt and senior to any future subordinated debt.
04—Continue