Cheniere Energy Partners LP Holdings, LLC Receives Merger Proposal from Cheniere Energy, Inc.
May 17 2018 - 8:00AM
Business Wire
Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners
Holdings”) (NYSE American: CQH) announced today that its board of
directors has received a proposal from Cheniere Energy, Inc.
(“Cheniere”) (NYSE American: LNG) pursuant to which Cheniere would
acquire the publicly held shares of Cheniere Partners Holdings not
already owned by Cheniere in a stock for stock exchange. Subject to
negotiation and execution of a definitive agreement, Cheniere is
proposing consideration of 0.4500 Cheniere shares for each
outstanding publicly-held share of Cheniere Partners Holdings as
part of a transaction that would be structured as a merger of
Cheniere Partners Holdings with a wholly-owned subsidiary of
Cheniere. The proposed consideration represents a value of $28.24
per common share of Cheniere Partners Holdings based on the closing
price of Cheniere’s shares as of May 16, 2018. The proposed
transaction is expected to be a tax-free exchange to Cheniere
Partners Holdings’ shareholders.
Cheniere owns approximately 91.9% of the issued and outstanding
shares of Cheniere Partners Holdings.
The proposed transaction is subject to the negotiation and
execution of a definitive agreement and approval of such definitive
agreement and transactions contemplated thereunder by the board of
directors of Cheniere, the board of directors of Cheniere Partners
Holdings, and a conflicts committee established by the board of
directors of Cheniere Partners Holdings, and the consummation of
the proposed transaction would be subject to customary closing
conditions. There can be no assurance that any such approvals will
be forthcoming, that a definitive agreement will be executed, or
that any transaction will be consummated.
About Cheniere Partners HoldingsCheniere Partners
Holdings owns an approximately 48.6% limited partner interest in
Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE
American: CQP) as of March 31, 2018. Cheniere Partners
Holdings’ only business consists of owning Cheniere Partners units
and, accordingly, its results of operations and financial condition
are dependent on the performance of Cheniere Partners. Cheniere
Partners is constructing and operating natural gas liquefaction
facilities at the Sabine Pass LNG terminal. Cheniere Partners plans
to construct up to six natural gas liquefaction trains (“Trains”),
which are in various stages of development, construction, and
operations. Trains 1 through 4 are operational, Train 5 is under
construction, and Train 6 is being commercialized and has all
necessary regulatory approvals in place. Each liquefaction train is
expected to have a nominal production capacity, which is prior to
adjusting for planned maintenance, production reliability, and
potential overdesign, of approximately 4.5 mtpa of LNG and an
adjusted nominal production capacity of approximately 4.3 to 4.6
mtpa of LNG. Cheniere Partners also owns and operates
regasification facilities at the Sabine Pass LNG terminal and the
Creole Trail Pipeline, which interconnects the Sabine Pass LNG
terminal with a number of large interstate pipelines.
For additional information, please refer to the Cheniere
Partners Holdings website at www.cheniere.com and Quarterly Report
on Form 10-Q for the quarter ended March 31, 2018, filed with
the Securities and Exchange Commission.
Forward-Looking StatementsThis press release includes
“forward-looking statements”. In particular, statements using words
such as “may,” “will,” “could,” “should,” “expect,” “plan,”
“project,” “intend,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “pursue,” “target,” “continue,” the
negative of such terms or other comparable terminology generally
involve forward-looking statements. The forward-looking statements
contained herein (including statements regarding the proposed
transaction and its effects, benefits and costs, savings, opinions,
forecasts, projections, expected timetable for completion, expected
distribution, and any other statements regarding Cheniere Partners
Holdings’ and Cheniere’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not statements of historical fact) are largely
based on our expectations, which reflect estimates and assumptions
made by our management. These estimates and assumptions reflect our
best judgment based on currently known market conditions and other
factors. Although we believe that such estimates are reasonable,
they are inherently uncertain and involve a number of risks and
uncertainties beyond our control. In addition, assumptions may
prove to be inaccurate. We caution that the forward-looking
statements contained herein are not guarantees of future
performance and that such statements may not be realized or the
forward-looking statements or events may not occur. Actual results
may differ materially from those anticipated or implied in
forward-looking statements as a result of numerous factors,
including, but not limited to, the negotiation and execution, and
the terms and conditions, of a definitive agreement relating to the
proposed transaction and the ability of Cheniere or Cheniere
Partners Holdings to enter into or consummate such an agreement;
the risk that the proposed merger does not occur; negative effects
from the pendency of the proposed merger; the ability to realize
expected cost savings and benefits; failure to obtain the required
vote of Cheniere Partners Holdings’ shareholders; the timing to
consummate the proposed transaction; the impact of regulatory
changes; and other factors affecting future results disclosed in
Cheniere’s and Cheniere Partners Holdings’ respective filings with
the SEC (available at the SEC’s website at www.sec.gov), including
but not limited to those discussed under Item 1A, “Risk Factors”,
in Cheniere’s Annual Report on Form 10-K for the year ended
December 31, 2017 and Cheniere Partners Holdings’ Annual Report on
Form 10-K for the year ended December 31, 2017. These
forward-looking statements speak only as of the date made, and
other than as required by law, we undertake no obligation to update
or revise any forward-looking statement or provide reasons why
actual results may differ, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find ItThis
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a proxy or of any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed
transaction between Cheniere and Cheniere Partners Holdings. In the
event that the parties enter into a definitive agreement with
respect to the proposed transaction, the parties intend to file a
registration statement on Form S-4, containing a proxy
statement/prospectus (the “S-4”) with the SEC. This communication
is not a substitute for the registration statement, definitive
proxy statement/prospectus or any other documents that Cheniere or
Cheniere Partners Holdings may file with the SEC or send to
shareholders in connection with the proposed transaction. INVESTORS
AND SHAREHOLDERS OF CHENIERE PARTNERS HOLDINGS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS IF AND WHEN FILED, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
When available, investors and security holders will be able to
obtain copies of the S-4, including the proxy statement/prospectus
and any other documents that may be filed with the SEC in the event
that the parties enter into a definitive agreement with respect to
the proposed transaction free of charge at the SEC’s website at
http://www.sec.gov. Copies of documents filed with the SEC by
Cheniere will also be made available free of charge on Cheniere’s
website at www.cheniere.com. Copies of documents filed with the SEC
by Cheniere Partners Holdings will also be made available free of
charge on Cheniere Partners Holdings’ website at
www.cheniere.com.
Participants in the SolicitationCheniere, Cheniere
Partners Holdings and their respective directors and executive
officers may be deemed to be participants in any solicitation of
proxies from Cheniere Partners Holdings’ shareholders with respect
to the proposed transaction. Information about Cheniere Partners
Holdings’ directors and executive officers is set forth in Cheniere
Partners Holdings’ 2017 annual report on Form 10-K, which was filed
with the SEC on February 21, 2018. Information about Cheniere’s
directors and executive officers is set forth in Cheniere’s proxy
statement for its 2018 Annual Meeting of Shareholders, which was
filed with the SEC on April 13, 2018. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the
proposed transaction if and when they become available. Investors
should read the proxy statement/prospectus carefully if and when it
becomes available before making any voting or investment
decisions.
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version on businesswire.com: https://www.businesswire.com/news/home/20180517005287/en/
Cheniere Energy Partners LP Holdings, LLCInvestorsRandy Bhatia, 713-375-5479Megan
Light, 713-375-5492orMedia
RelationsEben Burnham-Snyder, 713-375-5764
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