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

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed May 28, 2026
Period End
May 22, 2026
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. Leadership change8-K · Sep ’16Sep ’16
  2. Material agreement8-K · Jun ’19Jun ’19
  3. Leadership change8-K · Jul ’21Jul ’21
  4. Material agreement8-K · Jul ’25Jul ’25

Summary

Summary of the 8-K filed May 28, 2026. Cited figures are marked; the original filing is the authoritative source.

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 billiona 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.

Key Highlights

  1. SPLV signed a lump sum turnkey EPC contract with Bechtel Energy, Inc. dated May 22, 2026 for Phase 1 of the Stage V liquefaction project, with a contract price of approximately $4.69 billion.
  2. Phase 1 scope includes Train 7, a single liquefaction train with production capacity substantially similar to the six existing trains, and a boil-off gas re-liquefaction unit with approximately 1 million tonnes per annum of capacity.
  3. The first limited notice to proceed was issued on May 22, 2026, allowing Bechtel to begin early engineering and procurement.
  4. Bechtel Global Energy, Inc. guarantees Bechtel's obligations under the EPC contract.
  5. The contract includes delay and performance liquidated damages payable by Bechtel, plus schedule bonuses for timely substantial completion.
  6. Either party may terminate if SPLV fails to issue the full notice to proceed by May 21, 2028.
  7. The company expects to reach final investment decision on Phase 1 by early 2027, subject to pending FERC and DOE approvals and an acceptable financing arrangement.

Frequently Asked Questions

  1. How much will the Phase 1 EPC contract cost?

    SPLV will pay Bechtel approximately $4.69 billion under the payment schedule in the EPC contract. The price is subject to adjustment by change order for events such as delays in notices to proceed, force majeure, change in law, subsurface conditions materially different from geotechnical studies, and changes to duties and tariffs.

  2. What does Phase 1 add to the Sabine Pass terminal?

    Phase 1 includes Train 7, a single liquefaction train built with ConocoPhillips technology, and a boil-off gas re-liquefaction unit with approximately 1 million tonnes per annum of capacity. The press release states that Phase 1 has an expected total production capacity of over 6 mtpa of LNG, including estimated debottlenecking. The full SPL Expansion Project is being developed for up to three trains and up to approximately 20 mtpa.

  3. What protections does the company have if Bechtel fails to perform?

    Bechtel must pay delay liquidated damages if substantial completion of Train 7 or the BOGR occurs after the guaranteed date, and performance liquidated damages if the performance guarantee is not achieved within a specified period. Bechtel's liability is limited under the contract, but the limit does not apply to its title warranty, certain indemnities, its obligation to complete work needed for Train 7 and the BOGR to produce LNG, or cases of fraud or abandonment. SPLV may terminate upon Bechtel's insolvency or other customary defaults, and Bechtel's guarantor backs its obligations.

  4. When is a final investment decision expected, and what could delay it?

    The company expects to reach final investment decision on Phase 1 by early 2027. A positive FID is subject to receipt of necessary regulatory approvals, including the pending FERC application to site, construct and operate the SPL Expansion Project and the pending DOE application to export LNG to non-free trade agreement countries, as well as an acceptable financing arrangement.

  5. Did the company change any existing service agreements?

    Yes. SPL amended its Management Services Agreement with Cheniere LNG Terminals, LLC and its Operation and Maintenance Agreement with Cheniere Energy Investments, LLC and Cheniere LNG O&M Services, LLC, both dated May 22, 2026 under the amendments, to update their scope in anticipation of constructing additional liquefaction trains at the Liquefaction Facility.