Item 1.01
|
Entry into a Material Definitive Agreement.
|
On May 29, 2019 (the
Closing Date
), Cheniere Energy Partners, L.P. (the
Partnership
), a subsidiary
of Cheniere Energy, Inc. (the
Company
), entered into a Credit and Guaranty Agreement (the
CQP Credit Facilities
) among the Partnership, as Borrower, certain subsidiaries of the Partnership, as Subsidiary
Guarantors, the lenders from time to time party thereto, MUFG Bank, Ltd., as administrative agent (in such capacity, the
Administrative Agent
) and Sole Coordinating Lead Arranger, and certain arrangers and other participants for
the incurrence of debt up to an aggregate amount of $1.5 billion. The CQP Credit Facilities consist of:
(i) an approximately $750 million
term loan (the
Term Facility
); and
(ii) an approximately $750 million revolving credit facility (the
Revolving
Facility
).
The Term Facility and the Revolving Facility will be used by the Partnership to (a) fund the development and
construction of Train 6 of the liquefaction project owned by Sabine Pass Liquefaction, LLC, an indirect subsidiary of the Partnership (the
Sabine Pass Liquefaction Project
), and other related facilities of the Subsidiary
Guarantors (collectively, the
Train 6 Facilities
) and (b) subject to a sublimit, for general corporate purposes.
On June 3, 2019, the Partnership borrowed approximately $227 million under the Term Facility for the design, development, procurement,
construction, commissioning and operation of the Train 6 Facilities and for general corporate purposes.
The CQP Credit Facilities are
unconditionally guaranteed by each subsidiary of the Partnership other than SPL, Sabine Pass LNG-LP, LLC and certain subsidiaries of the Partnership owning other development projects, as well as certain other specified subsidiaries and members of
the foregoing entities (the
Subsidiary Guarantors
).
Conditions Precedent to Advances
Advances under the CQP Credit Facilities are subject to customary conditions precedent, including the absence of defaults and bring-down of
certain representations and warranties.
Interest and Fees
Loans under the Term Facility will bear interest at a variable rate per annum equal to LIBOR plus 1.50% or the base rate plus 0.50%, in each
case with a 0.25% step up beginning on the third anniversary of the Closing Date.