What is the purpose of issuing these new Senior Secured Notes?

The primary purpose of issuing these $727 million Senior Secured Notes is to refinance existing debt by repaying a portion of Cheniere Corpus Christi Holdings, LLC's (CCH) outstanding term loans and to cover associated fees and expenses related to this transaction.

What are the key conditions for the issuance of these Notes?

The most critical condition for the issuance is that the Notes must receive at least two investment grade ratings. Other customary closing conditions also need to be met. Cheniere has up to 12 months, with an option for a six-month extension, to satisfy these conditions.

How will these Notes affect Cheniere's debt structure and maturity profile?

These Notes will become senior secured obligations of CCH and are guaranteed by its domestic subsidiaries. While they have a 15-year weighted average life, amortization payments are deferred until at least 2027, effectively extending the cash repayment period for a significant portion of the principal.

Are these Notes being offered to the public?

No, the Notes are being sold on a private placement basis in reliance on Section 4(a)(2) of the Securities Act. This means they are not registered with the SEC. Furthermore, purchasers are prohibited from transferring the Notes to U.S. persons for 12 months following issuance, with certain exceptions.

LNG 8-K SEC Disclosure — Jun 18, 2019

Summary

Cheniere Energy, Inc. (LNG), through its indirect wholly-owned subsidiary Cheniere Corpus Christi Holdings, LLC (CCH), has entered into a Note Purchase Agreement to issue and sell $727 million aggregate principal amount of 4.80% Senior Secured Notes due 2039. These notes are being issued by CCH and will be guaranteed by its subsidiaries. The primary purpose of this issuance is to refinance existing debt, specifically repaying a portion of outstanding term loans and associated fees. This transaction is structured as a private placement under Section 4(a)(2) of the Securities Act, meaning the notes will not be registered with the SEC. The issuance is contingent on several conditions, notably requiring at least two investment grade ratings for the Notes and other customary closing conditions. CCH has up to 12 months, with a potential six-month extension, to satisfy these conditions. Upon issuance, the Notes will be fully amortizing with a weighted average life of 15 years, but amortization payments will be delayed until at least 2027. The Notes will also have restrictions on their transferability to U.S. persons for a year post-issuance, with certain exceptions.

Key Highlights

1Cheniere Corpus Christi Holdings, LLC (CCH), an indirect subsidiary, entered into a Note Purchase Agreement for $727 million of 4.80% Senior Secured Notes due 2039.
2The proceeds will be used to repay a portion of outstanding term loans and associated transaction costs.
3The notes will be senior secured obligations of CCH and guaranteed by its existing and future domestic subsidiaries.
4Closing is contingent on receiving at least two investment grade ratings for the Notes, among other customary conditions.
5CCH has up to 18 months (12 months plus a potential 6-month extension) to satisfy closing conditions.
6The Notes will be fully amortizing with a weighted average life of 15 years, but amortization payments are delayed until at least 2027.
7The issuance is a private placement under Section 4(a)(2) of the Securities Act, not a registered offering.

Cheniere Energy, Inc. 8-K Report, Corporate Update (Jun 18, 2019)

Summary

Key Highlights

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