UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
Seventh Supplemental Indenture
In a press release issued on September 27, 2021, Cheniere Energy Partners, L.P. (the “Partnership”) announced the early results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of the 5.625% Senior Notes due 2026 (the “Notes”), subject to certain terms and conditions set forth in the Offer to Purchase and Solicitation of Consents dated September 27, 2021 (the “Statement”), market conditions and other factors. In connection with the early settlement of the Tender Offer and the previously announced solicitation of consents as set forth in the Statement, the Partnership entered into a supplemental indenture, dated as of September 27, 2021 (the “Seventh Supplemental Indenture”) to the indenture, dated as of September 18, 2017 (the “Base Indenture”), by and among the Partnership, the guarantors named therein, and The Bank of New York Mellon, as Trustee under the indenture, to reduce the notice requirements for optional redemption of the Notes from 30 days to two business days.
The foregoing description of the Seventh Supplemental Indenture is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The foregoing description of the Base Indenture is qualified in its entirety by reference to the full text of the Base Indenture, which is incorporated by reference herein. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current Report dated September 18, 2017, filed by the Partnership on Form 8-K. Any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Notes Indenture.
This Current Report on Form 8-K does not constitute an offer to purchase, or a solicitation of an offer to sell, the Notes and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 4.1* | Seventh Supplemental Indenture, dated as of September 27, 2021, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHENIERE ENERGY PARTNERS, L.P. | ||||||
| By: CHENIERE ENERGY PARTNERS GP, LLC, | ||||||
| its general partner | ||||||
| Dated: October 1, 2021 | By: | /s/ Zach Davis | ||||
| Name: | Zach Davis | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||