Summary
Cheniere Energy, Inc. (LNG), through its subsidiary Cheniere Energy Partners, L.P., announced the successful closing of a $1.2 billion offering of 3.25% Senior Notes due 2032. These notes were issued on a private placement basis, not registered under the Securities Act of 1933, and are governed by a newly executed Sixth Supplemental Indenture to the existing Base Indenture. The offering aims to bolster the company's financial structure and provide liquidity. While the notes are initially unsecured, they are guaranteed by several key subsidiaries, excluding Sabine Pass Liquefaction, LLC and Sabine Pass LNG-LP, LLC. The notes will become secured to the same extent as existing senior secured credit facilities if certain debt thresholds are met. Cheniere Partners has also entered into a Registration Rights Agreement, committing to register these notes with the SEC within 360 days to allow for their resale, with potential for additional interest if this obligation is not met. The company also announced early tender results for a separate tender offer and consent solicitation for its 2026 notes.
Key Highlights
- 1Closed a $1.2 billion offering of 3.25% Senior Notes due 2032 by subsidiary Cheniere Energy Partners, L.P.
- 2Notes were issued via private placement under Section 4(a)(2) and Rule 144A/Regulation S.
- 3The Notes mature on January 31, 2032, with semi-annual interest payments starting July 31, 2022.
- 4Notes are initially unsecured but will be secured under specific conditions tied to outstanding secured indebtedness.
- 5Key subsidiaries provide unconditional guarantees for the notes, with noted exceptions.
- 6A Registration Rights Agreement mandates filing a registration statement within 360 days, with penalties for non-compliance.
- 7Simultaneously announced early tender results for a separate offer concerning 5.625% Senior Notes due 2026.