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 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On June 6, 2023, Cheniere Energy Partners, L.P. (the “Partnership”) and each of Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC, as guarantors, entered into a Purchase Agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1,400,000,000 aggregate principal amount of its 5.95% Senior Notes due 2033 (the “2033 Notes”). The 2033 Notes were issued at a price equal to 99.774% of par.
The Purchase Agreement contains customary representations, warranties and agreements by the Partnership and customary conditions to closing and indemnification obligations of the Partnership and the Initial Purchasers. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
Certain Initial Purchasers and their affiliates have provided from time to time, and may provide in the future, certain investment and commercial banking and financial advisory services to the Partnership in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.
| Item 7.01 | Regulation FD Disclosure. |
On June 6, 2023, the Partnership issued a press release announcing that it intended to offer, subject to market and other conditions, the 2033 Notes. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
On June 6, 2023, the Partnership issued a press release announcing that it had priced its previously announced offering of the 2033 Notes. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.
Sabine Pass Liquefaction, LLC (“SPL”), a wholly owned subsidiary of the Partnership, issued an irrevocable notice of partial redemption on June 6, 2023 for $1.4 billion in aggregate principal amount of its outstanding 5.750% Senior Secured Notes due 2024 (the “2024 SPL Notes”) in accordance with the terms of the indenture governing the 2024 SPL Notes, which provides for a redemption price equal to the greater of (i) 100% of the principal amount of such 2024 SPL Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such 2024 SPL Notes from the redemption date to February 15, 2024 (not including any portion of such payments of interest accrued as of the redemption date), discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as such term is defined in the Indenture) plus 50 basis points; plus, in each case, accrued and unpaid interest on the 2024 SPL Notes, if any, to the redemption date. SPL intends to fund the redemption with the gross proceeds from the sale of the 2033 Notes and cash on hand.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the 2033 Notes. It does not constitute an offer to purchase, or a solicitation of an offer to sell the 2024 SPL Notes, and it does not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. The foregoing does not constitute a notice of redemption with respect to the 2024 SPL Notes.
The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Purchase Agreement, dated as of June 6, 2023, among Cheniere Energy Partners, L.P., the guarantors party thereto and Morgan Stanley & Co. LLC. | |
| 99.1* | Press Release, dated June 6, 2023, entitled “Cheniere Partners Announces Offering of Senior Notes due 2033.” | |
| 99.2* | Press Release, dated June 6, 2023, entitled “Cheniere Partners Announces Pricing of $1.4 Billion Senior Notes due 2033.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished 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: June 7, 2023 | By: | /s/ Zach Davis | ||||
| Name: | Zach Davis | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||