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

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed June 26, 2025
Period End
June 25, 2025
Security
CQP
In the record · 2016–202610-K1210-Q338-K177

CQP filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 177 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’17Sep ’17
  2. Material agreement8-K · May ’20May ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed June 26, 2025. Cited figures are marked; the original filing is the authoritative source.

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 $1,000,000,000a 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 $1,000,000,000b 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%c 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.

02—Key points

Key Highlights

  1. Entered into a Purchase Agreement on June 25, 2025 to issue and sell $1.0 billion of 5.550% Senior Notes due 2035.
  2. Notes to be issued at 99.371% of par per the Item 1.01 disclosure; the pricing press release states 99.731% of par, a discrepancy investors should note.
  3. Pricing release states the Notes mature on October 30, 2035, with closing expected on July 10, 2025.
  4. Proceeds to be contributed to subsidiary Sabine Pass Liquefaction, LLC to redeem $1.0 billion of its 5.875% Senior Secured Notes due 2026.
  5. Redemption price is the greater of par and a Treasury-based make-whole amount (Treasury Rate plus 50 basis points), plus accrued interest.
  6. New Notes rank pari passu with existing CQP senior notes due 2029, 2031, 2032, 2033 and 2034.
  7. Filed under Item 1.01 (material definitive agreement) and Item 7.01 (Regulation FD), with the Item 7.01 information furnished rather than filed.

03—Questions

Frequently Asked Questions

  1. How much debt is Cheniere Energy Partners issuing and on what terms?

    The company is issuing $1,000,000,000 aggregate principal amount of 5.550% Senior Notes due 2035. The Item 1.01 disclosure states the Notes will be issued at 99.371% of par, while the pricing press release states 99.731% of par. The pricing release also states the Notes mature on October 30, 2035.

  2. What will the proceeds of the offering be used for?

    Cheniere Partners intends to contribute the proceeds to its subsidiary, Sabine Pass Liquefaction, LLC, which will use them to redeem $1,000,000,000 aggregate principal amount of its 5.875% Senior Secured Notes due 2026. SPL intends to fund the redemption with the gross proceeds from the Notes and cash on hand.

  3. How is the redemption price of the 2026 SPL Notes determined?

    The redemption price is the greater of (i) 100% of the principal amount and (ii) the present value of remaining scheduled principal and interest payments through December 31, 2025, discounted at the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest to the redemption date.

  4. When is the offering expected to close?

    The pricing press release states that the closing of the offering is expected to occur on July 10, 2025.

  5. How will the new Notes rank relative to existing debt?

    The Notes will rank pari passu in right of payment with existing senior notes at Cheniere Partners, including the senior notes due 2029, 2031, 2032, 2033 and 2034.

04—Continue

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