Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC Announce Definitive Merger Agreement
June 19 2018 - 7:30AM
Business Wire
Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) and
Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners
Holdings”) (NYSE American: CQH) announced today that they have
reached a definitive agreement under which Cheniere will acquire
all of the publicly-held shares of Cheniere Partners Holdings not
already owned by Cheniere in a stock for share transaction pursuant
to which Cheniere Partners Holdings’ shareholders will receive a
fixed exchange ratio of 0.4750 Cheniere shares for each outstanding
publicly-held share of Cheniere Partners Holdings. The transaction
is valued at $30.93 per common share of Cheniere Partners Holdings
based on the closing price of Cheniere’s shares as of June 18,
2018. The transaction is expected to qualify as a tax-free
reorganization for Cheniere Partners Holdings’ shareholders.
The conflicts committee of the board of directors of Cheniere
Partners Holdings negotiated the transaction on behalf of Cheniere
Partners Holdings and its public shareholders. The transaction was
unanimously approved by the boards of directors of both Cheniere
Partners Holdings and Cheniere.
The transaction is expected to close by the end of third quarter
2018, subject to customary closing conditions. Upon consummation of
the transaction, Cheniere Partners Holdings will merge with a
wholly owned subsidiary of Cheniere.
J.P. Morgan Securities LLC and Sullivan & Cromwell LLP acted
as financial and legal advisors to Cheniere. Jefferies LLC and
Richards, Layton & Finger, P.A. acted as financial and legal
advisors to the conflicts committee of Cheniere Partners
Holdings.
About Cheniere
Cheniere Energy, Inc., a Houston-based energy company primarily
engaged in LNG-related businesses, owns and operates the Sabine
Pass LNG terminal in Louisiana. Directly and through its
subsidiary, Cheniere Energy Partners, L.P. (“Cheniere Partners”)
(NYSE American: CQP), Cheniere is developing, constructing, and
operating liquefaction projects near Corpus Christi, Texas and at
the Sabine Pass LNG terminal, respectively. Cheniere is also
exploring a limited number of opportunities directly related to its
existing LNG business.
About Cheniere Partners Holdings
Cheniere Partners Holdings owns an approximately 48.6% limited
partner interest in Cheniere Partners 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 website
at www.cheniere.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. 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, the satisfaction of the closing conditions to the
proposed transaction 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 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;
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.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any consent or approval. The proposed merger between Cheniere and
Cheniere Partners Holdings will be submitted to the shareholders of
Cheniere Partners Holdings for their consideration. Cheniere will
file with the SEC the Registration Statement that will include a
consent statement of Cheniere Partners Holdings that also
constitutes a prospectus of Cheniere. Cheniere and Cheniere
Partners Holdings also plan to file other documents with the SEC
regarding the proposed merger. INVESTORS AND SECURITY HOLDERS OF
CHENIERE AND CHENIERE PARTNERS HOLDINGS ARE URGED TO READ THE
CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. Investors and shareholders will be able to obtain
free copies of the consent statement/prospectus and other documents
containing important information about Cheniere and Cheniere
Partners Holdings once such documents are filed with the SEC,
through the website maintained by the SEC
at http://www.sec.gov.
Participants in the Solicitation
Cheniere, Cheniere Partners Holdings and certain of their
respective directors and executive officers may be deemed
participants in the solicitation of consent from the shareholders
of Cheniere Partners Holdings in connection with the merger.
Information about the directors and executive officers of Cheniere
is set forth in its definitive proxy statement filed with the SEC
on April 13, 2018. Information about the directors and executive
officers of Cheniere Partners Holdings is set forth in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2017,
which was filed with the SEC on February 21, 2018. These documents
can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the consent
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the consent statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180619005412/en/
Cheniere Energy, Inc.InvestorsRandy
Bhatia 713-375-5479Megan Light 713-375-5492orMedia RelationsEben Burnham-Snyder
713-375-5764
Cheniere Energy (AMEX:LNG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cheniere Energy (AMEX:LNG)
Historical Stock Chart
From Sep 2023 to Sep 2024