Item 1.01.
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On October 9, 2019, Cheniere Corpus Christi Holdings, LLC (“CCH”), an indirect, wholly-owned subsidiary of Cheniere Energy, Inc. (“Cheniere”), and CCH’s 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 Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers named therein (the “Purchasers”), to issue and sell to the Purchasers $475 million aggregate principal amount of its 3.925% Senior Secured Notes due 2039 (the “Notes”). The Purchasers consist of certain accounts managed by BlackRock Real Assets and certain accounts managed by MetLife Investment Management.
The Note Purchase Agreement contains customary representations, warranties and agreements by CCH and the Guarantors and customary indemnification obligations of CCH, the Guarantors and the Purchasers. The Notes are expected to be issued by CCH on October 17, 2019 pursuant to an indenture, which will contain customary terms, covenants and events of default. The Notes will be senior secured obligations of CCH and will be guaranteed by all of CCH’s existing and future domestic subsidiaries. The Notes will be fully amortizing, with a weighted average life of 15 years (from the date of issuance of the Notes) and amortization payments delayed until June 2027. The Purchasers will be prohibited from transferring the Notes to U.S. persons for the 12 months following the issuance of the Notes, except for transfers to certain affiliates, when required by law, if there is an ongoing event of default or with the consent of CCH.
The net proceeds from the Notes will be used by CCH to repay a portion of its outstanding term loans.
The foregoing description of the Note Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
The sale of the Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes will be sold on a private placement basis in reliance on Section 4(a)(2) of the Securities Act.