Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On May 12,
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 Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein (the Initial Purchasers), to issue and sell to the Initial Purchasers $1.25 billion aggregate
principal amount of its 7.000% Senior Secured Notes due 2024 (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 May 18, 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 the Issue Date (the 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).
Under the terms of the Indenture, the Notes will mature on June 30, 2024 and will accrue interest at a rate equal to 7.000% 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 December 31, 2016.
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) 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 January 1, 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 Indenture, plus accrued and unpaid interest, if any, to the date of redemption. CCH also may at any time on or after January 1, 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.
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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 Indenture is qualified in its entirety by reference to the full text of the
Indenture, which is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.
Registration Rights Agreement
In connection with the closing of the sale of the Notes, CCH, the Guarantors and Morgan Stanley & Co. LLC, 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.