8-KMaterial AgreementsFinancial EventsExhibits & Filings

Cheniere Energy, Inc. 8-K Report, Material Agreement (Sep 12, 2018)

Filed September 12, 2018For Securities:LNG

Summary

Cheniere Energy Partners, L.P. (the "Partnership"), a subsidiary of Cheniere Energy, Inc., successfully closed the sale of $1.1 billion aggregate principal amount of 5.625% Senior Notes due 2026 on September 11, 2018. These notes were issued privately under Section 4(a)(2) of the Securities Act and Rule 144A, with J.P. Morgan Securities LLC acting as the representative for the initial purchasers. The net proceeds from this offering will be used to fund the Partnership's operations and capital expenditures, enhancing its financial flexibility. The issuance of these notes is a significant event for investors, as it clarifies the Partnership's debt structure and provides the capital necessary for ongoing projects. The notes are senior obligations of the Partnership and are unconditionally guaranteed by certain subsidiaries, with specific exceptions. Notably, the application of these proceeds has resulted in the Notes being unsecured senior obligations, as the "Security Requirement Period" has ended.

Key Highlights

  • 1Cheniere Energy Partners, L.P. issued $1.1 billion of 5.625% Senior Notes due 2026.
  • 2The notes were sold on a private placement basis on September 11, 2018, under Rule 144A and Regulation S.
  • 3The "Security Requirement Period" is no longer in effect, meaning the Notes are now unsecured senior obligations.
  • 4The Notes mature on October 1, 2026, and accrue interest at 5.625% per annum, payable semi-annually.
  • 5Certain subsidiaries provide unconditional guarantees for the Notes, excluding Sabine Pass Liquefaction, LLC and Sabine Pass LNG-LP, LLC.
  • 6The Partnership has entered into a Registration Rights Agreement to facilitate the registration of the Notes for resale.
  • 7The Partnership has the option to redeem the Notes on or after October 1, 2021, with specific redemption prices outlined.

Frequently Asked Questions

The primary purpose of the $1.1 billion Senior Notes issuance by Cheniere Energy Partners, L.P. is to provide capital for the Partnership's operations and capital expenditures, thereby enhancing its financial flexibility. The specific use of proceeds is not detailed beyond this general statement in the 8-K.

Upon the application of the proceeds from this Notes offering, the "Security Requirement Period" has ended, and consequently, the Notes are now unsecured senior obligations of the Partnership. They will remain unsecured as long as this period is not in effect.

The Senior Notes due 2026 carry a coupon rate of 5.625% per annum and mature on October 1, 2026. Interest payments are scheduled to be made semi-annually in cash, commencing April 1, 2019.

The Registration Rights Agreement obligates Cheniere Energy Partners, L.P. and its guarantors to use commercially reasonable efforts to file and have declared effective a registration statement with the SEC. This registration statement will allow for an exchange offer of the privately placed notes for publicly tradable notes, or for resale of the existing notes, thereby providing liquidity for the noteholders.