8-KMaterial AgreementsExhibits & Filings

Cheniere Energy, Inc. 8-K Report, Material Agreement (Oct 11, 2019)

Filed October 11, 2019For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG), through its indirect wholly-owned subsidiary Cheniere Corpus Christi Holdings, LLC (CCH), announced a significant financing arrangement on October 11, 2019, with the execution of a Note Purchase Agreement. CCH and its subsidiaries, acting as guarantors, will issue and sell $475 million in aggregate principal amount of 3.925% Senior Secured Notes due 2039 to certain investment accounts managed by BlackRock Real Assets and MetLife Investment Management. This private placement of notes is intended to refinance a portion of CCH's outstanding term loans, thereby strengthening its balance sheet and improving its debt structure. The notes will be senior secured obligations of CCH, guaranteed by its domestic subsidiaries, and will feature a 15-year weighted average life with amortization payments commencing in June 2027. Investors should note the resale restrictions on the notes for U.S. persons for the first 12 months post-issuance.

Key Highlights

  • 1Cheniere Corpus Christi Holdings (CCH), a subsidiary of LNG, entered into a Note Purchase Agreement to issue $475 million in 3.925% Senior Secured Notes due 2039.
  • 2The notes are being sold on a private placement basis to accounts managed by BlackRock Real Assets and MetLife Investment Management.
  • 3Proceeds from the note issuance will be used by CCH to repay a portion of its outstanding term loans.
  • 4The notes will be senior secured obligations of CCH and guaranteed by all of its existing and future domestic subsidiaries.
  • 5The notes will have a 15-year weighted average life, with amortization payments delayed until June 2027.
  • 6There are resale restrictions for U.S. persons on the notes for 12 months following issuance, with certain exceptions.

Frequently Asked Questions

The primary purpose of this debt issuance is to refinance a portion of Cheniere Corpus Christi Holdings, LLC's (CCH) outstanding term loans. This is expected to improve CCH's debt structure and potentially reduce financing costs.

The purchasers of the $475 million in Senior Secured Notes are certain accounts managed by BlackRock Real Assets and certain accounts managed by MetLife Investment Management. The sale is being conducted as a private placement.

The notes bear a fixed interest rate of 3.925% and mature in 2039. They are senior secured obligations of CCH, guaranteed by its domestic subsidiaries, and will have a weighted average life of 15 years. Amortization payments are scheduled to begin in June 2027.

Yes, the purchasers are prohibited from transferring the notes to U.S. persons for the 12 months following the issuance, except under specific circumstances such as transfers to affiliates, legal requirements, or in case of an event of default with CCH's consent.