Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG)
announced today that it has commenced a cash tender offer to
purchase any and all of the $1.25 billion aggregate principal
amount of the outstanding 7.000% Senior Secured Notes due 2024 (the
“Notes”) issued by Cheniere Corpus Christi Holdings, LLC (“CCH”) on
the terms set forth in the table below.
Series of Notes(1)
CUSIP Numbers
Aggregate Principal Amount
Outstanding
U.S. Treasury Reference
Security(2)
Bloomberg Reference
Page(2)
Fixed Spread(2)
7.000% Senior Secured Notes due
2024
16412X AD7, 16412X AA3
$1,250,000,000
0.75% UST due December 31,
2023
PX4
50 bps
(1) The issuer of the Notes is CCH, which is a wholly-owned
subsidiary of Cheniere.
(2) The consideration (the “Consideration”) payable per $1,000
principal amount of Notes validly tendered and accepted for
purchase will be based on the fixed spread specified in the table
above, plus the yield to maturity of the U.S. Treasury Reference
Security based on the bid-side price of the U.S. Treasury Reference
Security specified above at 11:00 a.m., New York City time, on
December 9, 2022 (such date as it may be extended, the “Price
Determination Date”). The Consideration does not include accrued
interest, which will be paid on Notes accepted for purchase by us
as described herein.
The tender offer is being made solely pursuant to the terms and
conditions set forth in an Offer to Purchase, dated December 5,
2022. Holders of the Notes are urged to carefully read the Offer to
Purchase before making any decision with respect to the tender
offer. The tender offer is not conditioned on any minimum amount of
Notes being tendered. Subject to applicable law, Cheniere may
amend, extend or terminate the tender offer in its sole discretion.
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
The tender offer will expire at 5:00 p.m., New York City time,
on December 9, 2022, unless extended or terminated by Cheniere
(such time and date, as the same may be extended or terminated by
Cheniere in its sole discretion, subject to applicable law, the
“Expiration Date”). Tendered Notes may be withdrawn at or prior to
the Expiration Date by following the procedures in the Offer to
Purchase, but may not thereafter be validly withdrawn, unless
otherwise required by applicable law.
Holders of Notes must validly tender and not validly withdraw
their Notes, or submit a Notice of Guaranteed Delivery and comply
with the related procedures, prior to the Expiration Date in order
to be eligible to receive the Consideration. Accrued and unpaid
interest will be paid on all Notes validly tendered and accepted
for purchase from the last interest payment date up to, but not
including, the settlement date, which is expected to be on or about
December 14, 2022. On the Price Determination Date, unless
extended, Cheniere will issue a press release specifying, among
other things, the Consideration for the Notes validly tendered and
accepted.
For holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the Offer
to Purchase and Notice of Guaranteed Delivery, the deadline to
validly tender Notes using the guaranteed delivery procedures will
be the second business day after the Expiration Date and is
expected to be 5:00 p.m., New York City time, on December 13,
2022.
Concurrently with, or shortly after, the commencement of the
tender offer, CCH intends to issue a notice of redemption for all
or a portion of the Notes that remain outstanding following the
consummation or termination of the tender offer. Any such
redemption would be made in accordance with the terms of the Base
Indenture, as supplemented by the Third Supplemental Indenture
(together, the Indenture), pursuant to which the Notes were issued,
which provides for a make-whole redemption price based on the
treasury rate plus 50 basis points. Neither this statement of
intent nor similar statements of such intent included elsewhere in
this press release shall constitute a notice of redemption under
the Indenture. Any such notice, if made, will only be made in
accordance with the provisions of the Indenture.
Cheniere has retained BofA Securities to act as the dealer
manager and D.F. King & Co., Inc. to act as the tender and
information agent for the tender offer. For additional information
regarding the terms of the tender offer, please contact BofA
Securities at (980) 388 3646, (888) 292 0070, or
debt_advisory@bofa.com. Requests for copies of the Offer to
Purchase and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks
and brokers) or (888) 280-6942 (all others, toll-free) or email
cheniere@dfking.com. The Offer to Purchase, and the related Notice
of Guaranteed Delivery can be accessed at the following link:
www.dfking.com/cheniere.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell any securities or an offer to sell or the
solicitation of an offer to purchase any securities nor does it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful.
None of Cheniere, the tender and information agent, the dealer
manager or the trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to
whether holders should tender their Notes pursuant to the tender
offer, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decisions as to whether
to tender their Notes, and, if so, the principal amount of Notes to
tender.
About Cheniere
Cheniere Energy, Inc. is the leading producer and exporter of
LNG in the United States, reliably providing a clean, secure, and
affordable solution to the growing global need for natural gas.
Cheniere is a full-service LNG provider, with capabilities that
include gas procurement and transportation, liquefaction, vessel
chartering, and LNG delivery. Cheniere has one of the largest
liquefaction platforms in the world, consisting of the Sabine Pass
and Corpus Christi liquefaction facilities on the U.S. Gulf Coast,
with total production capacity of approximately 45 mtpa of LNG in
operation and an additional 10+ mtpa of expected production
capacity under construction. Cheniere is also pursuing liquefaction
expansion opportunities and other projects along the LNG value
chain. Cheniere is headquartered in Houston, Texas, and has
additional offices in London, Singapore, Beijing, Tokyo, and
Washington, D.C.
For additional information, please refer to the Cheniere website
at www.cheniere.com and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022, filed with the Securities and
Exchange Commission.
Forward-Looking Statements
This press release contains certain statements that may include
“forward-looking statements” within the meanings of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical or present facts or conditions, included herein are
“forward-looking statements.” Included among “forward-looking
statements” are, among other things, statements regarding the
intended conduct, timing and terms of the tender offer and any
future actions by Cheniere or Cheniere Corpus Christi Holdings, LLC
in respect of the Notes. Although Cheniere believes that the
expectations reflected in these forward-looking statements are
reasonable, they do involve assumptions, risks and uncertainties,
and these expectations may prove to be incorrect. Cheniere’s actual
results could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors,
including those discussed in Cheniere’s periodic reports that are
filed with and available from the Securities and Exchange
Commission. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Other than as required under the securities laws,
Cheniere does not assume a duty to update these forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221204005024/en/
Investors Randy Bhatia,
713-375-5479 Frances Smith, 713-375-5753
Media Relations Eben
Burnham-Snyder, 713-375-5764 Phil West, 713-375-5586
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