Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE
American: CQP) announced today that it has amended its earlier
announced tender offer and consent solicitation in respect of its
5.250% Notes due 2025 (the “Notes”) to eliminate the tender cap and
extend the offer to purchase any and all of the outstanding
$1,500,000,000 aggregate principal amount of the Notes. Cheniere
Partners currently expects the early settlement date, if any, to
occur on March 11, 2021.
In the tender offer, Cheniere Partners is offering to purchase
any and all outstanding Notes upon the terms and conditions set
forth in the related Offer to Purchase and Consent Solicitation
Statement. In connection with the tender offer, Cheniere Partners
is soliciting consents from holders of the Notes to amend the
indenture with respect to the Notes to reduce the minimum notice
period to optionally redeem the Notes (the “Proposed Amendment”).
Holders of the Notes are urged to carefully read the Offer to
Purchase and Consent Solicitation Statement, which sets forth a
more detailed description of the tender offer, before making any
decision with respect to the tender offer.
Holders who have already validly tendered (and not validly
withdrawn) their Notes do not need to re-tender their Notes. The
table below sets forth certain information regarding the Notes and
the tender offer.
Series of
Notes
CUSIP
Numbers
Aggregate
Principal
Amount
Outstanding
Tender
Consideration(1)
Early
Tender
Premium(2)
Total
Consideration (1)(2)
5.250%
Notes due
2025
16411QAB7
U16353AA9
$1,500,000,000
$977.27
$50.00
$1,027.27
___________________
(1)
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Notes validly tendered (and not validly withdrawn) and accepted for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.
(2)
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Deadline (as defined below) (and not validly withdrawn) and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 us.
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
$1,500,000,000 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 $1,500,000,000
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, as amended by this press release. 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.
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. 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 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 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 issued a notice of redemption for any Notes that
remain outstanding following the consummation or termination of the
tender offer and consent solicitation. Any such redemption will 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/20210225006261/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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