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Cheniere Energy, Inc. 8-K Report, Material Agreement (Jun 21, 2023)

Filed June 21, 2023For Securities:LNG

Summary

Cheniere Energy Partners, L.P. (Partnership), a subsidiary of Cheniere Energy, Inc. (CEI), successfully closed a private placement offering of $1.4 billion aggregate principal amount of 5.950% Senior Notes due 2033 on June 21, 2023. These notes were issued under an indenture and are senior unsecured obligations of the Partnership, guaranteed by its subsidiaries that also guarantee its revolving credit facility. The offering was made in reliance on Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S, indicating they were sold to sophisticated investors and not registered with the SEC. This issuance provides Cheniere with additional capital, the use of which is not explicitly detailed in this filing but is typical for refinancing existing debt, funding growth projects, or general corporate purposes. The notes carry a fixed interest rate of 5.950% and mature in June 2033, with provisions for early redemption by the Partnership. A Registration Rights Agreement was also executed, obligating the Partnership to file a registration statement for an exchange offer or resales of the notes within 360 days, with potential penalties for non-compliance.

Key Highlights

  • 1Cheniere Energy Partners successfully closed a $1.4 billion offering of 5.950% Senior Notes due 2033.
  • 2The notes are senior unsecured obligations of the Partnership and are guaranteed by certain subsidiaries.
  • 3The offering was conducted via private placement under Section 4(a)(2), Rule 144A, and Regulation S.
  • 4The notes mature on June 30, 2033, with interest payable semi-annually.
  • 5Cheniere has the option to redeem the notes at various prices, including at par after December 30, 2032.
  • 6A Registration Rights Agreement requires Cheniere to register the notes or an exchange offer within 360 days.
  • 7Failure to comply with registration obligations may result in additional interest payments.

Frequently Asked Questions

Cheniere Energy Partners issued $1.4 billion in aggregate principal amount of Senior Notes due 2033 with a fixed interest rate of 5.950% per annum.

The notes were offered through a private placement basis, not registered under the Securities Act of 1933, in reliance on Section 4(a)(2) and Rule 144A/Regulation S.

The notes mature on June 30, 2033. Cheniere Energy Partners has the option to redeem all or part of the notes at specified redemption prices, including at 100% of the principal amount after the Par Call Date (December 30, 2032).

The Registration Rights Agreement requires Cheniere Energy Partners to use commercially reasonable efforts to file a registration statement with the SEC for an exchange offer or for the resale of these notes within 360 days. This is common practice for privately placed debt to allow for potential future trading in the public market.