Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On November 14, 2022, Sabine Pass Liquefaction, LLC, a
Delaware limited liability company (“SPL”), and a subsidiary of
Cheniere Energy, Inc. (“CEI”), entered into a Purchase Agreement
(the “Purchase Agreement”) with Goldman Sachs & Co. LLC,
as representative of the initial purchasers named therein (the
“Initial Purchasers”), to issue and sell to the Initial Purchasers
$430,000,000 aggregate principal amount of its 5.900% Senior
Secured Amortizing Notes due 2037 (the “Notes”). The Notes were
issued at a price equal to 99.856% of par. The Purchase Agreement
contains customary representations, warranties and agreements by
SPL and customary conditions to closing and indemnification
obligations of SPL 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 from
time to time, and may provide in the future, certain investment and
commercial banking and financial advisory services to SPL, CEI and
Cheniere Energy Partners, L.P. (the “Partnership”) in the ordinary
course of business, for which they have received and may continue
to receive customary fees and commissions.
Item 7.01 Regulation FD Disclosure.
On November 14, 2022, the Partnership issued a press release
announcing that SPL intended to offer, subject to market and other
conditions, the Notes. A copy of the press release is attached as
Exhibit 99.1 to this report and incorporated herein by
reference.
On November 14, 2022, the Partnership issued a press release
announcing that SPL priced its previously announced offering of
Notes. A copy of the press release is attached as Exhibit 99.2 to
this report and incorporated herein by reference.
SPL issued an irrevocable notice of redemption on November 14,
2022 for $500 million in aggregate principal amount
outstanding of SPL’s 5.625% Senior Secured Notes due 2023 (the
“2023 SPL Notes”) in accordance with the terms of the indenture
governing the 2023 SPL Notes, which provides for a redemption price
equal to the greater of (1) 100% of the principal amount of such
2023 SPL Notes and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on such 2023
SPL Notes from the redemption date to January 15, 2023 (not
including any portion of such payments of interest accrued as of
the redemption date) discounted back to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the
Treasury Rate (as such term is defined in the Indenture) plus 50
basis points. SPL intends to fund the redemption with the proceeds
from the sale of the Notes and cash on hand.
This Current Report on Form 8-K does not constitute an offer to
sell, or a solicitation of an offer to buy, the Notes, and it shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offering would be unlawful. The foregoing does not
constitute a notice of redemption with respect to the 2023 SPL
Notes.
The information contained in this Item 7.01 of this Current Report
on Form 8-K is being
furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of
that Section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits