Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
December 5, 2016, Cheniere Corpus Christi Holdings, LLC (CCH), an indirect, wholly-owned subsidiary of Cheniere Energy, Inc. (Cheniere), and CCHs subsidiaries Corpus Christi Liquefaction, LLC (CCL),
Cheniere Corpus Christi Pipeline, L.P. (CCP) and Corpus Christi Pipeline GP, LLC (CCP GP and together with CCL and CCP, each, a Guarantor and collectively, the Guarantors), as guarantors, entered into
a Purchase Agreement (the Purchase Agreement) with Goldman, Sachs & Co. as representative of the initial purchasers named therein (the Initial Purchasers), to issue and sell to the Initial Purchasers $1.5 billion
aggregate principal amount of its 5.875% Senior Secured Notes due 2025 (the Notes).
The Purchase Agreement contains customary
representations, warranties and agreements by CCH and the Guarantors and customary conditions to closing and indemnification obligations of CCH and the Guarantors 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 is incorporated by reference herein.
Certain Initial Purchasers and their affiliates have provided in the past, to CCH and its subsidiaries and Cheniere and certain other
affiliates of Cheniere, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services in the ordinary course of their business, for which they have received and may continue to
receive customary fees and commissions.
On December 9, 2016 (the Issue Date), CCH closed the sale of the Notes pursuant
to the Purchase Agreement. The sale of the Notes was not registered under the Securities Act of 1933, as amended (the Securities Act), and the Notes were sold on a private placement basis in reliance on Section 4(a)(2) of the
Securities Act and Rule 144A and Regulation S thereunder.
Indenture
The Notes were issued by CCH on the Issue Date pursuant to the Indenture, dated as of May 18, 2016 (the Base Indenture), among
CCH, as issuer, CCL, CCP and CCP GP, as guarantors, any other guarantor that may become a party thereto from time to time and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by a first supplemental indenture, dated
as of the Issue Date, among CCH, the Guarantors, any other guarantor that may become a party thereto from time to time and the Trustee, relating to the Notes (the First Supplemental Indenture). The Base Indenture as supplemented by the
First Supplemental Indenture is referred to herein as the Indenture.
Under the terms of the First Supplemental Indenture, the
Notes will mature on March 31, 2025 and will accrue interest at a rate equal to 5.875% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on June 30 and
December 31 of each year, commencing on June 30, 2017. Any accrued and unpaid interest on the Notes at maturity will be paid on the maturity date.
The Notes are senior secured obligations of CCH and rank senior in right of payment to any and all of CCHs future indebtedness that is
subordinated in right of payment to the Notes and equal in right of payment with all of CCHs existing and future indebtedness (including all loans under CCHs existing credit facility and all of CCHs outstanding senior secured
notes) that is senior and secured by the same collateral securing the Notes. The Notes are effectively senior to all of CCHs senior indebtedness that is unsecured to the extent of the value of the assets constituting the collateral securing
the Notes.
As of the Issue Date, the Notes are guaranteed by all of CCHs existing subsidiaries, consisting of CCL, CCP and CCP GP,
and will also be guaranteed by certain of CCHs future domestic subsidiaries. Such guarantees will be joint and several obligations of such guarantors. The Notes will be secured by a first-priority security interest in substantially all of
CCHs and such guarantors assets.
At any time or from time to time prior to October 2, 2024, CCH may redeem all or a part
of the Notes, at a redemption price equal to the make-whole price set forth in the First Supplemental Indenture, plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time on or after October 2,
2024, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
2
The Indenture also contains customary terms and events of default and certain covenants that,
among other things, limit CCHs ability and the ability of CCHs restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on membership interests or
subordinated indebtedness or purchase, redeem or retire membership interests, sell or transfer assets, including membership or partnership interests of CCHs restricted subsidiaries, restrict dividends or other payments by restricted
subsidiaries to CCH or any of CCHs restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of the properties or assets of CCH and its
restricted subsidiaries taken as a whole or permit any Guarantor to dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of its properties and assets. The Indenture covenants are subject to a number of important
limitations and exceptions.
The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to
the full text of the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture,
which is incorporated by reference herein. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Cheniere on May 18, 2016.
Registration Rights Agreement
In
connection with the closing of the sale of the Notes, CCH, the Guarantors and Goldman, Sachs & Co., as representative of the respective Initial Purchasers, entered into a Registration Rights Agreement dated the Issue Date (the
Registration Rights Agreement). Under the terms of the Registration Rights Agreement, CCH and the Guarantors have agreed, and any future guarantors of the Notes will agree, to use commercially reasonable efforts to file with the U.S.
Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange any and all of the Notes, for a like aggregate principal amount of debt securities of CCH issued under the Indenture and
identical in all material respects to the respective Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act. CCH and the
Guarantors have agreed, and any future guarantors of the Notes will agree, to use commercially reasonable efforts to cause such registration statement to become effective within 360 days after the Issue Date. Under specified circumstances, CCH and
the Guarantors have also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Notes. CCH will be obligated to pay additional
interest if it fails to comply with its obligations to register the Notes within the specified time periods.
This description of the
Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.