UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 or 15(d)
of THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2015
CHENIERE ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33366 |
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20-5913059 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(I.R.S. Employer
Identification Number) |
700 Milam Street, Suite 1900, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (713) 375-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2015, the Board of Directors (the Board) of Cheniere Energy
Partners GP, LLC (Cheniere GP), the general partner of Cheniere Energy Partners, L.P., appointed Neal A. Shear as interim Chief Executive Officer, effective immediately. Mr. Shear also was appointed as a member of the Board by
Cheniere Energy, Inc. (Cheniere), the ultimate parent company of Cheniere GP, and appointed by the Board as its Chairman. Mr. Shears appointment follows the Boards decision to terminate Charif Souki as the Chief
Executive Officer of Cheniere GP. Mr. Souki was also removed as a director and Chairman of the Board by Cheniere, effective immediately.
Item 7.01 Regulation FD Disclosure.
A copy of a
press release announcing the matters referenced in Item 5.02 is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information
furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release, dated December 13, 2015. |
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.
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CHENIERE ENERGY PARTNERS, L.P. |
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By: |
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Cheniere Energy Partners GP, LLC, |
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its general partner |
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Date: December 13, 2015 |
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By: |
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/s/ Michael J. Wortley |
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Name: |
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Michael J. Wortley |
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Title: |
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Chief Financial Officer |
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Press Release, dated December 13, 2015. |
Exhibit 99.1
Cheniere Energy, Inc. Announces Leadership Transition,
Appoints Neal Shear as Interim President and CEO and Andrea Botta as Chairman
- Cheniere to focus on completion of Sabine Pass & Corpus Christi Liquefaction projects
- Board committed to creating and sustaining shareholder value, transitioning to an operating company with stable and growing positive
cash flow
- Cheniere to conduct CEO search
HOUSTON, December 13, 2015 - Cheniere Energy, Inc. (Cheniere) (NYSE MKT: LNG), along with subsidiaries Cheniere Energy Partners, L.P. (NYSE:
CQP) and Cheniere Energy Partners LP Holdings, LLC (NYSE: CQH), announced today that its Board of Directors has appointed Board member Neal A. Shear as interim President and Chief Executive Officer, and the Cheniere Board has appointed Board member
G. Andrea Botta as Chairman of its Board of Directors, effective immediately. Mr. Shear has also been appointed the Chairman of the Boards of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P., and Cheniere
Energy Partners LP Holdings, LLC. The appointments follow the Boards decision to replace Charif Souki, Chenieres co-founder, Chairman, President and Chief Executive Officer, effective immediately
The Board of Directors thanks Charif for his entrepreneurial spirit over the past 19 years. Under his leadership, Cheniere was established as a first
mover in LNG exports and is positioned to become a significant player in the global LNG markets, said lead independent director David B. Kilpatrick.
With Sabine Pass Liquefactions first of five LNG trains nearing completion and with the overall construction of both Sabine Pass and Corpus
Christi projects advancing as planned, Cheniere will transition into an operating company with stable and growing positive cash flow underpinned by long-term offtake agreements with investment grade energy companies worldwide, said newly
elected Board Chairman G. Andrea Botta. The changes announced today will serve Cheniere well in creating and sustaining shareholder value, while continuing to explore a limited number of strategic initiatives within the LNG industry.
Cheniere is well positioned for growth in the global LNG markets and the Board has the utmost confidence in our management team given its
significant accomplishments against key milestones, noted interim President and CEO Neal Shear.
The Governance and Nominating Committee of the
Board will immediately begin a search for a permanent CEO. Mr. Shear, together with a special committee of the Board of Directors, will work with Chenieres executive team to facilitate an orderly leadership transition. In addition, Board
member Nuno Brandolini will take over as head of Chenieres Compensation Committee.
Mr. Shear, a member of Chenieres Board of Directors
since 2014, is a 30-year industry veteran with experience managing global commodities activities and investments across a variety of asset classes. He is a partner of Silverpeak Strategic Partners LP, a private investment company, and served as the
Chief Executive Officer of Higgs Capital Management, a commodity-focused hedge fund, until 2014. Prior to Higgs Capital Management, Mr. Shear served as Global Head of Securities at UBS Investment Bank and was a Partner at Apollo Global
Management. Mr. Shear spent 26 years at Morgan Stanley as a founder of its Commodities Business, serving in several leadership roles, including Head of the Commodities Division, Global Head of Fixed Income and Co-Head of Institutional Sales and
Trading.
Mr. Botta has been a member of Chenieres Board of Directors since 2010. Since 2006, Mr. Botta has
served as President of Glenco LLC, a private investment company. Prior to joining Glenco, Mr. Botta served as Managing Director of Morgan Stanley from 1999 to 2006. He served as President of EXOR America, Inc. (formerly IFINT-USA, Inc.),
holding company of the Agnelli family, from 1993 until 1999 and for more than five years prior as Vice President of Acquisitions of IFINT-USA, Inc. He serves on the Board of Directors of Graphic Packaging Holding Company, chairing its Compensation
Committee.
About Cheniere Energy, Inc.
Cheniere Energy,
Inc., a Houston-based energy company primarily engaged in LNG-related businesses, owns and operates the Sabine Pass LNG terminal and Creole Trail Pipeline in Louisiana. Through its subsidiary, Cheniere Energy Partners, L.P., Cheniere is developing
liquefaction projects at the Sabine Pass LNG terminal and near Corpus Christi, Texas. Cheniere is also exploring a limited number of opportunities directly related to its existing LNG business. For additional information, please refer to the
Cheniere website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission.
This press release contains certain statements that may include forward-looking statements within the meanings of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are forward-looking statements. Included among forward-looking
statements are, among other things, (i) statements regarding Chenieres business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities and its intent to transition into an
operating company with stable and growing positive cash flow underpinned by long-term offtake agreements with investment grade energy companies worldwide, (ii) statements regarding expectations regarding regulatory authorizations and approvals,
(iii) statements expressing beliefs and expectations regarding the development of Chenieres LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of
third parties, (v) statements regarding potential financing arrangements and (vi) statements regarding future discussions and entry into contracts. Although Cheniere believes that the expectations reflected in these forward-looking
statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Chenieres actual results could differ materially from those anticipated in these forward-looking statements as a
result of a variety of factors, including those discussed in Chenieres periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.
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