8-KOther Events

Cheniere Energy, Inc. 8-K Report, Corporate Update (Dec 15, 2022)

Filed December 15, 2022For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG), through its subsidiary Sabine Pass Liquefaction, LLC (SPL), announced the closure of a $70 million private placement of senior secured notes. The primary purpose of this issuance is to finance the redemption of a portion of SPL's outstanding 5.625% Senior Secured Notes due 2023. This move demonstrates proactive debt management and a strategy to potentially lower borrowing costs or extend maturity profiles. The redemption of the 2023 Notes, scheduled for December 30, 2022, will be funded by the proceeds from the new notes and existing cash. The newly issued notes mature in September 2037, with a weighted average life of approximately 9.6 years and delayed amortization payments beginning in September 2025, indicating a focus on long-term capital structure management. These notes are senior secured obligations, ranking equally with existing senior secured indebtedness and effectively senior to unsecured debt to the extent of the collateral value.

Key Highlights

  • 1Closed a $70 million private placement of senior secured notes by subsidiary SPL.
  • 2The new notes carry a 6.293% interest rate and mature in September 2037.
  • 3Proceeds from the new notes will be used to repay a portion of the 5.625% Senior Secured Notes due 2023.
  • 4The 2023 Notes will be redeemed in full on December 30, 2022, with the redemption price determined by applicable indenture terms.
  • 5Amortization payments on the new notes are deferred until September 15, 2025, with a weighted average life of approximately 9.6 years.
  • 6The new notes are senior secured obligations of SPL, ranking equally with existing senior secured debt.
  • 7The private placement was conducted under Section 4(a)(2) of the Securities Act, indicating reliance on exemptions from registration requirements.

Frequently Asked Questions

The primary purpose of the new notes is to raise $70 million to repay a portion of SPL's outstanding 5.625% Senior Secured Notes due 2023 and to cover associated fees and expenses. This is part of SPL's strategy to manage its debt obligations.

SPL issued an irrevocable notice of redemption for all outstanding 2023 Notes, with the redemption date set for December 30, 2022. After this date, no 2023 Notes will remain outstanding.

The new notes have an aggregate principal amount of $70 million, an interest rate of 6.293%, mature on September 15, 2037, and have a weighted average life of approximately 9.6 years. Amortization payments are delayed until September 15, 2025. They are senior secured obligations of SPL.

The redemption of the 2023 Notes will be funded by the net proceeds from the issuance of the new senior secured notes and available cash on hand.