8-KMaterial AgreementsFinancial EventsExhibits & Filings

Cheniere Energy, Inc. 8-K Report, Material Agreement (Oct 18, 2019)

Filed October 18, 2019For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG), through its indirect wholly-owned subsidiary Cheniere Corpus Christi Holdings, LLC (CCH), has successfully issued $475 million in 3.925% Senior Secured Notes due December 31, 2039. This issuance, agreed upon on October 9, 2019, and finalized on October 17, 2019, was made to specific institutional investors, including accounts managed by BlackRock Real Assets and MetLife Investment Management. The notes are structured with deferred amortization until June 30, 2027, and feature a semi-annual payment schedule with a weighted average life of 15 years, leading to a full amortization by maturity. These notes represent senior secured obligations of CCH, ranking equally with existing senior secured indebtedness and effectively senior to unsecured debt, backed by a first-priority security interest in substantially all of CCH and its guarantors' assets. The guarantors include CCH's existing subsidiaries: Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P., and Cheniere Corpus Christi Pipeline GP, LLC, along with certain future domestic subsidiaries.

Key Highlights

  • 1Issuance of $475 million in 3.925% Senior Secured Notes due 2039 by Cheniere Corpus Christi Holdings, LLC (CCH).
  • 2Notes are secured by a first-priority security interest in substantially all of CCH and its guarantors' assets.
  • 3Guarantees provided by CCH's existing subsidiaries (CCL, CCP, CCP GP) and future domestic subsidiaries.
  • 4Deferred principal amortization until June 30, 2027, with semi-annual payments thereafter.
  • 5Weighted average life of 15 years, with final maturity on December 31, 2039.
  • 6Purchasers include accounts managed by BlackRock Real Assets and MetLife Investment Management.
  • 7Indenture includes customary covenants and events of default, with limitations on CCH's and restricted subsidiaries' actions.

Frequently Asked Questions

This 8-K filing announces Cheniere Energy's subsidiary, Cheniere Corpus Christi Holdings, LLC (CCH), entering into a material definitive agreement related to the issuance of $475 million in Senior Secured Notes. It also details the creation of a direct financial obligation.

The issuer is Cheniere Corpus Christi Holdings, LLC (CCH), an indirect wholly-owned subsidiary of Cheniere Energy, Inc. The guarantors are CCH's subsidiaries: Corpus Christi Liquefaction, LLC (CCL), Cheniere Corpus Christi Pipeline, L.P. (CCP), and Cheniere Corpus Christi Pipeline GP, LLC (CCP GP), along with future domestic subsidiaries. The Bank of New York Mellon acts as the trustee. The purchasers are certain accounts managed by BlackRock Real Assets and MetLife Investment Management.

The Notes have an aggregate principal amount of $475 million, a coupon rate of 3.925% per annum, and a final maturity date of December 31, 2039. They feature deferred amortization until June 30, 2027, and a weighted average life of 15 years. Interest payments are semi-annual, beginning December 31, 2019.

The Notes are senior secured obligations of CCH, secured by a first-priority security interest in substantially all of CCH's and the guarantors' assets. They rank senior in right of payment to any subordinated indebtedness and equal in right of payment with existing and future senior secured indebtedness of CCH that shares the same collateral. They are effectively senior to unsecured debt to the extent of the collateral's value.