Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE
American: CQP) today announced the early tender results as of 5:00
p.m., New York City time, on March 10, 2021 (the “Early Tender
Deadline”) of its previously announced tender offer to purchase for
cash any and all of its outstanding 5.250% Notes due 2025 (the
“Notes”) and solicitation of consents (the “Consents”) from holders
of the Notes (the “consent solicitation”) to the proposed amendment
to the indenture with respect to the Notes.
The terms and conditions of the tender offer and consent
solicitation are described in an Offer to Purchase and Consent
Solicitation Statement, dated February 25, 2021.
The aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline (the
"Early Tender Notes"), as well as the percent of the aggregate
principal amount of Notes outstanding constituting Early Tender
Notes, is set forth in the table below. The consideration being
offered for any such Early Tender Notes accepted for purchase in
the tender offer and consent solicitation is also set forth in the
table below:
Series of Notes
CUSIP Numbers
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount of
Early Tender Notes
Percent of Outstanding
Principal Amount Tendered
Tender
Consideration(1)
Early Tender Premium
Total Consideration
(1)(2)
5.250% Notes due 2025
16411QAB7
U16353AA9
$1,500,000,000
$741,572,000
49.44%
$977.27
$50.00
$1,027.27
(1)
Per $1,000 principal amount of
Early Tender Notes accepted for purchase by Cheniere Partners.
Excludes accrued and unpaid interest, which will be paid on Notes
accepted for purchase as described below.
(2)
Includes the $50.00 early tender
premium for the Early Tender Notes accepted for purchase.
The tender offer and consent solicitation will expire at 12:01
a.m., New York City time, on March 24, 2021, unless extended,
earlier expired or terminated by Cheniere Partners (such time and
date, as the same may be extended, earlier expired or terminated by
Cheniere Partners in its sole discretion, subject to applicable
law, the “Expiration Date”). No tenders submitted after the
Expiration Date will be valid. Subject to the terms and conditions
of the tender offer and consent solicitation, holders of the Early
Tender Notes will receive the total consideration, which includes
the early tender premium for the Notes of $1,027.27 per $1,000
principal amount of Notes tendered. Holders who validly tender
their Notes and deliver their Consents after the Early Tender
Deadline and at or prior to the Expiration Date will be eligible to
receive only the tender consideration, as set forth in the table
above. Accrued and unpaid interest will be paid on all Notes
validly tendered and accepted for purchase from the last interest
payment date up to, but not including, the applicable settlement
date.
The Early Settlement Date (as defined in the Offer to Purchase
and Consent Solicitation Statement) for the Early Tender Notes is
expected to be on March 11, 2021. Any Notes validly tendered and
related Consents validly delivered after the Early Tender Deadline
may not be withdrawn or revoked, except as required by law. Subject
to the satisfaction or waiver of the conditions to the tender offer
and consent solicitation, Cheniere Partners expects to accept for
purchase any remaining Notes that have been validly tendered and
not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date promptly following the Expiration Date
on the Final Settlement Date (as defined in the Offer to Purchase
and Consent Solicitation Statement), which is expected to occur
promptly following the Expiration Date.
In addition, holders of all Notes validly tendered and accepted
for purchase pursuant to the tender offer and consent solicitation
will receive accrued and unpaid interest on such Notes from the
last interest payment date with respect to such Notes to, but not
including, the Early Settlement Date or the Final Settlement Date,
as applicable.
Cheniere Partners’ obligations to accept Notes and Consents on
the Early Settlement Date or the Final Settlement Date, as
applicable, are subject to, and conditioned upon, the satisfaction
or waiver of certain conditions described in the Offer to Purchase
and Consent Solicitation Statement, including, among others,
Cheniere Partners consummating the Financing Condition (as defined
in the Offer to Purchase and Consent Solicitation Statement) on
terms satisfactory to it, and having funds available therefrom that
will allow it to purchase the Notes pursuant to the tender offer
and consent solicitation.
Cheniere Partners has retained J.P. Morgan Securities LLC to act
as the dealer manager and solicitation agent and Ipreo LLC to act
as the tender and information agent for the tender offer and
consent solicitation. For additional information regarding the
terms of the tender offer and consent solicitation, please contact
J.P. Morgan Securities LLC collect at (212) 834-2045 or toll-free
at (866) 834-4666. Requests for copies of the Offer to Purchase and
Consent Solicitation Statement and questions regarding the
tendering of notes and delivery of consents may be directed to
Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888)
593-9546 (all others, toll-free) or email
ipreo-tenderoffer@ihsmarkit.com.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell any securities or an offer to sell or the
solicitation of an offer to purchase any securities nor does it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful.
None of Cheniere Partners, the tender and information agent, the
dealer manager and solicitation agent or the trustee (nor any of
their respective directors, officers, employees or affiliates)
makes any recommendation as to whether holders should tender their
Notes pursuant to the tender offer and deliver any related
consents, and no one has been authorized by any of them to make
such a recommendation. Holders must make their own decisions as to
whether to tender their Notes, and, if so, the principal amount of
Notes to tender.
Forward-Looking Statements
This press release contains certain statements that may include
“forward-looking statements.” All statements, other than statements
of historical or present facts or conditions, included herein are
“forward-looking statements.” Included among “forward-looking
statements” are, among other things, statements regarding Cheniere
Partners’ business strategy, plans and objectives, including
statements regarding the intended conduct, timing and terms of the
tender offer and consent solicitation, related financing plans and
any future actions by Cheniere Partners in respect of the Notes.
Although Cheniere Partners 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. Cheniere Partners’ 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 Cheniere Partners’ 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 Partners
does not assume a duty to update these forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210311005333/en/
Cheniere Partners Contacts Investors Randy Bhatia, 713-375-5479 Megan Light,
713-375-5492 Media Relations Eben
Burnham-Snyder, 713-375-5764 Jenna Palfrey, 713-375-5491
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