Summary
Cheniere Energy Partners, L.P., a subsidiary of Cheniere Energy, Inc. (LNG), successfully closed a $1.5 billion offering of 4.000% Senior Notes due 2031. These notes were issued as a private placement, not registered under the Securities Act of 1933. The offering was made under Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S. The proceeds from this issuance will be used by the Partnership. These new notes are senior unsecured obligations of the Partnership, ranking equally with existing unsubordinated debt and senior to subordinated debt. While they can become secured under certain conditions related to the aggregate amount of secured indebtedness, as of the issuance date, they are unsecured. The Partnership has the option to redeem the notes starting March 1, 2026, with specific redemption prices outlined in the Fifth Supplemental Indenture. Additionally, a Registration Rights Agreement mandates the Partnership to file a registration statement for an exchange offer of these notes within 360 days, with penalties for failure to comply.
Key Highlights
- 1Cheniere Partners (LNG subsidiary) closed a $1.5 billion offering of 4.000% Senior Notes due 2031.
- 2The notes were issued via a private placement under Section 4(a)(2) of the Securities Act and Rule 144A/Regulation S.
- 3The new notes are senior unsecured obligations, ranking equally with existing unsubordinated debt.
- 4The notes will become secured only if the Partnership's total secured indebtedness exceeds $1.5 billion or 10% of net tangible assets.
- 5The Partnership has the option to redeem the notes starting March 1, 2026.
- 6A Registration Rights Agreement requires an exchange offer registration statement to be effective within 360 days, with potential penalties for delays.
- 7The filing also references early tender results for an existing 5.250% Senior Notes due 2025 tender offer and consent solicitation.