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^a 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%^b 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.