Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE
American: CQP) announced today that it has commenced a cash tender
offer to purchase up to $1.0 billion in aggregate principal amount
of its outstanding 5.250% Notes due 2025 (the “Notes”) on the terms
set forth in the table below.
Series of Notes
CUSIP Numbers
Aggregate Principal Amount
Outstanding
Tender Cap(1)
Tender
Consideration(2)
Early Tender
Premium(3)
Total Consideration
(2)(3)
5.250% Notes due 2025
16411QAB7
U16353AA9
$1,500,000,000
$1,000,000,000
$977.27
$50.00
$1,027.27
___________________ (1)
Represents maximum aggregate principal
amount of Notes to be accepted for purchase by Cheniere Partners,
exclusive of accrued and unpaid interest.
(2)
Per $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by Cheniere Partners. Excludes accrued and unpaid
interest, which will be paid on Notes accepted for purchase by
Cheniere Partners as described below.
(3)
Includes the $50.00 early tender premium
for Notes validly tendered at or prior to the Early Tender Deadline
(as defined below) (and not validly withdrawn) and accepted for
purchase by Cheniere Partners.
In connection with the tender offer, Cheniere Partners is
soliciting consents from holders of the Notes to amend certain
provisions of the indenture governing the Notes (the “Proposed
Amendment”). The Proposed Amendment would amend the indenture with
respect to the Notes to reduce the minimum notice period to
optionally redeem the Notes.
Cheniere Partners will not be obligated to accept for purchase
any Notes pursuant to the tender offer unless certain conditions
are satisfied or waived by Cheniere Partners, including (1) entry
by Cheniere Partners at or prior to the Expiration Date (as defined
below) (or Early Tender Deadline, if Cheniere Partners elects to
have an early settlement) into a definitive contract providing for
the receipt by Cheniere Partners, on terms satisfactory to it in
its sole discretion subject to applicable law, of a minimum of
$1,000,000,000 in gross proceeds from one or more debt financings
and (2) the receipt by Cheniere Partners at or prior to the final
settlement date (or early settlement date, if Cheniere Partners
elects to have an early settlement) of a minimum of $1,000,000,000
in gross proceeds from one or more debt financings upon fulfillment
of customary conditions. The tender offer is not conditioned on any
minimum amount of Notes being tendered or receipt of requisite
consents to adopt the proposed amendments. Subject to applicable
law, Cheniere Partners may amend, extend or terminate the tender
offer in its sole discretion.
The tender offer and consent solicitation is being made solely
pursuant to the terms and conditions set forth in an Offer to
Purchase and Consent Solicitation Statement, dated February 25,
2021. Holders of the Notes are urged to carefully read the Offer to
Purchase and Consent Solicitation Statement before making any
decision with respect to the tender offer and consent
solicitation.
The tender offer and consent solicitation will expire at 12:01
a.m., New York City time, on March 24, 2021, unless extended,
earlier expired or terminated by Cheniere Partners (such time and
date, as the same may be extended, earlier expired or terminated by
Cheniere Partners in its sole discretion, subject to applicable
law, the “Expiration Date”). Tendered Notes may be withdrawn and
consents delivered may be revoked at or prior to 5:00 p.m., New
York City time, on March 10, 2021 by following the procedures in
the Offer to Purchase and Consent Solicitation Statement, but may
not thereafter be validly withdrawn and validly revoked, except as
provided for in the Offer to Purchase and Consent Solicitation
Statement or required by applicable law.
Holders of Notes must validly tender and not validly withdraw
their Notes and validly deliver and not validly revoke their
consents at or prior to 5:00 p.m., New York City time, on March 10,
2021 (such time and date, as the same may be extended by Cheniere
Partners in its sole discretion, subject to applicable law, the
“Early Tender Deadline”) in order to be eligible to receive the
total consideration, which includes the early tender premium for
the Notes of $1,027.27 per $1,000 principal amount of Notes
tendered. Holders who validly tender their Notes and deliver their
consents after the Early Tender Deadline and at or prior to the
Expiration Date will be eligible to receive only the tender
consideration, as set forth in the table above. 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 applicable settlement date.
If purchasing all of the validly tendered and not validly
withdrawn Notes on the applicable settlement date would cause the
tender cap to be exceeded on such settlement date, Cheniere
Partners will accept for purchase such Notes on a pro rata basis,
so as to not exceed the tender cap (with adjustments to avoid the
purchase of Notes in a principal amount other than in integral
multiples of $1,000 or the return to any holders of an amount less
than the minimum denomination).
If proration of the tendered Notes is required, Cheniere
Partners will determine the final proration factor as soon as
practicable after the Early Tender Deadline or the Expiration Date,
as applicable, and after giving effect to any increase or decrease
in, or elimination of, the tender cap (which Cheniere Partners
reserves the right, but is under no obligation, to do at any time
without extending the withdrawal deadline, subject to applicable
law). In the event that Notes validly tendered at or prior to the
Early Tender Deadline (and not validly withdrawn) are subject to
proration, the consents related to such Notes will be null and void
and the requisite consents will be deemed not to have been obtained
with respect to the Notes. As a result, the supplemental indenture
will not be executed until after it has been determined whether
Notes validly tendered at or prior to the Early Tender Deadline
(and not validly withdrawn) will be subject to proration. In the
event that Notes validly tendered after the Early Tender Deadline
and prior to the Expiration Date (and not validly withdrawn) are
subject to proration, the consents related to such Notes will
remain effective (and proration of Notes validly tendered after the
Early Tender Deadline will not affect the validity of the consents
related to Notes tendered prior to the Early Tender Deadline).
Cheniere Partners reserves the right, but is under no
obligation, at any time after the Early Tender Deadline and before
the Expiration Date, to accept for purchase Notes that have been
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline on the early settlement date. Cheniere Partners
currently expects the early settlement date, if any, to occur on
March 12, 2021. If Cheniere Partners chooses to exercise its option
to have an early settlement date, Cheniere Partners will purchase
any remaining Notes that have been validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date, subject to the tender cap and all conditions to
the tender offer having been satisfied or waived by Cheniere
Partners, on a date following the Expiration Date. The final
settlement date is expected to occur promptly following the
Expiration Date, and is currently expected to occur on March 25,
2021, unless extended by Cheniere Partners. If Cheniere Partners
chooses not to exercise its option to have an early settlement
date, Cheniere Partners will purchase all Notes that have been
validly tendered and not validly withdrawn at or prior to the
Expiration Date, subject to the tender cap and all conditions to
the tender offer having been satisfied or waived by Cheniere
Partners, on the final settlement date. Tenders of Notes and
delivery of consents submitted after the Expiration Date will not
be valid.
Subsequent to the commencement of the tender offer and the
consent solicitation and conditioned upon the receipt of the net
proceeds from the Debt Financing and the lack of receipt of the
requisite consents on or prior to the Early Tender Deadline,
Cheniere Partners 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 and consent
solicitation. Any such redemption would be made pursuant to the
existing notice period provisions in the indenture and in
accordance with the terms of the indenture, as supplemented,
pursuant to which the Notes were issued, which provides for a
redemption price equal to 102.625% plus accrued and unpaid interest
thereon to the redemption date. In addition, assuming the execution
and delivery of the supplemental indenture, Cheniere Partners
currently intends, in accordance with the terms and conditions of
the indenture, as may be amended as a result of the Proposed
Amendment, to mail a notice of redemption to the holders of any
outstanding Notes on the early settlement date, if any, although
Cheniere Partners has no legal obligation to do so and the
selection of any particular redemption date is in Cheniere
Partners’ discretion. These statements shall not constitute a
notice of any such redemptions under the indenture. Any such
notice, if made, will only be made in accordance with the
provisions of the indenture.
Cheniere Partners has retained J.P. Morgan Securities LLC to act
as the dealer manager and solicitation agent and Ipreo LLC to act
as the tender and information agent for the tender offer and
consent solicitation. For additional information regarding the
terms of the tender offer and consent solicitation, please contact
J.P. Morgan Securities LLC collect at (212) 834-2045 or toll-free
at (866) 834-4666. Requests for copies of the Offer to Purchase and
Consent Solicitation Statement and questions regarding the
tendering of notes and delivery of consents may be directed to
Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888)
593-9546 (all others, toll-free) or email
ipreo-tenderoffer@ihsmarkit.com.
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 Partners, the tender and information agent, the
dealer manager and solicitation agent 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 deliver any related
consents, 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.” 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
Partners’ business strategy, plans and objectives, including
statements regarding the intended conduct, timing and terms of the
tender offer and consent solicitation, related financing plans and
any future actions by Cheniere Partners in respect of the Notes.
Although Cheniere Partners 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 Partners’ 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 Partners’ 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 Partners
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/20210225005575/en/
Cheniere Partners Investors
Randy Bhatia 713-375-5479 Megan Light 713-375-5492 Media Relations Eben Burnham-Snyder 713-375-5764
Jenna Palfrey 713-375-5491
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