Summary
Cheniere Energy Partners, L.P. (the "Partnership"), a subsidiary of Cheniere Energy, Inc., successfully closed the private placement sale of $1.5 billion aggregate principal amount of 5.250% Senior Notes due 2025 on September 18, 2017. The notes were issued under an indenture with The Bank of New York Mellon and are senior obligations of the Partnership, guaranteed by certain subsidiaries. The issuance was made under Section 4(a)(2) of the Securities Act and Rule 144A/Regulation S, indicating they were not publicly registered. These notes are secured by a first-priority lien on substantially all assets of the Partnership and its guarantors during a "Security Requirement Period," which is tied to the outstanding amount of other first lien obligations. The Partnership has the option to redeem the notes starting October 1, 2020, with specified redemption prices and conditions, including a provision to redeem up to 35% of the principal amount using proceeds from equity offerings prior to that date. A Registration Rights Agreement mandates the Partnership to use commercially reasonable efforts to register the notes for exchange or resale within 360 days.
Key Highlights
- 1Cheniere Energy Partners, L.P. issued and sold $1.5 billion in 5.250% Senior Notes due 2025.
- 2The issuance occurred on September 18, 2017, via a private placement under Section 4(a)(2) and Rule 144A/Regulation S.
- 3The Notes are senior obligations of the Partnership and are guaranteed by certain subsidiaries.
- 4The Notes are secured by a first-priority lien on substantially all assets of the Partnership and Guarantors during a specified Security Requirement Period.
- 5The Partnership can redeem the notes at its option on or after October 1, 2020, with specific redemption prices and a special provision for redemption using equity offering proceeds.
- 6A Registration Rights Agreement requires the Partnership to register the notes for exchange or resale within 360 days, with penalties for non-compliance.