Regulation FD Disclosure.
On June 6, 2023, the Partnership issued a press release announcing that it intended to offer, subject to market and other conditions, the 2033 Notes. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
On June 6, 2023, the Partnership issued a press release announcing that it had priced its previously announced offering of the 2033 Notes. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.
Sabine Pass Liquefaction, LLC (“SPL”), a wholly owned subsidiary of the Partnership, issued an irrevocable notice of partial redemption (the “SPL Notice of Redemption”) on June 6, 2023 for $1.4 billion in aggregate principal amount of its outstanding 5.750% Senior Secured Notes due 2024 (the “2024 SPL Notes”) at a redemption price equal to the greater of (i) 100% of the principal amount of such 2024 SPL Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such 2024 SPL Notes from the redemption date to February 15, 2024 (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; plus, in each case, accrued and unpaid interest on the 2024 SPL Notes, if any, to the redemption date. SPL intends to fund the redemption with the gross proceeds from the sale of the 2033 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 2033 Notes. It does not constitute an offer to purchase, or a solicitation of an offer to sell the 2024 SPL Notes, and it does 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 2024 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.