Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG)
announced today the expiration of its 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”).
The tender offer described herein was made on the terms and
conditions set forth in the Offer to Purchase, dated December 5,
2022 (the “Offer to Purchase”) and the related Notice of Guaranteed
Delivery. Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
The Offer to Purchase expired at 5:00 p.m., New York City time,
on December 9, 2022 (the “Expiration Date”). The settlement date
for the Offer will be December 14, 2022 (the “Settlement
Date”).
According to information provided by D.F. King & Co., Inc.,
$752,330,000 aggregate principal amount of the Notes were validly
tendered prior to or at the Expiration Date and not validly
withdrawn. In addition, $1,524,000 aggregate principal amount of
the Notes were tendered pursuant to the guaranteed delivery
procedures set forth in the Offer to Purchase (the “Guaranteed
Delivery Procedures”) and remain subject to the Holders’
performance of the delivery requirements under such procedures. The
table below provides certain information about the tender offer,
including the aggregate principal amount of the Notes validly
tendered and not validly withdrawn prior to the Expiration Date and
the aggregate principal amount of Notes reflected in Notices of
Guaranteed Delivery delivered at or prior to the Expiration
Date.
Overall, Cheniere plans to accept for purchase $752,330,000
combined aggregate principal amount of Notes under the tender offer
(excluding Notes delivered pursuant to the Guaranteed Delivery
Procedures).
Series of Notes(1)
CUSIP Numbers
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount
Tendered(2)
Aggregate Principal Amount
Validly Tendered as of the Expiration Date that Cheniere Plans to
Accept(2)
Principal Amount Reflected in
Notices of Guaranteed Delivery
7.000% Senior Secured Notes due
2024
16412X AD7, 16412X AA3
$1,250,000,000
$752,330,000
$752,330,000
$1,524,000
(1) The issuer of the Notes is CCH, which is a wholly-owned
subsidiary of Cheniere.
(2) The amounts exclude the principal amount of Notes for which
Holders have complied with certain procedures applicable to
guaranteed delivery pursuant to the Guaranteed Delivery Procedures.
Such amounts remain subject to the Guaranteed Delivery Procedures.
Notes tendered pursuant to the Guaranteed Delivery Procedures are
required to be tendered at or prior to 5:00 p.m., New York City
time, on December 13, 2022.
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 for each $1,000
principal amount of the Notes in cash on the Settlement Date. In
addition to the Consideration, Holders whose Notes are accepted for
purchase will receive a cash payment representing the accrued and
unpaid interest on such Notes from the last interest payment date
up to, but not including, the Settlement Date. Interest will cease
to accrue on the Settlement Date for all accepted Notes, including
those tendered through the Guaranteed Delivery Procedures.
For holders who delivered 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 5:00 p.m., New York City time, on December 13, 2022.
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.
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
Cheniere’s business strategy, plans and objectives, including
statements regarding the intended conduct, timing and terms of the
tender offer, related financing plans and any future actions by
Cheniere 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20221211005040/en/
Cheniere Contacts
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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