Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE
American: CQP) announced today that it has commenced a cash tender
offer to purchase any and all of the $1.1 billion aggregate
principal amount of its outstanding 5.625% Notes due 2026 (the
“Notes”) on the terms set forth in the table below.
Series of Notes
CUSIP Numbers
Aggregate Principal Amount
Outstanding
Tender
Consideration(1)
Early Tender
Premium(2)
Total
Consideration(1)(2)
5.625% Notes due 2026
16411Q AD3
U16353 AB7
$1,100,000,000
$980.00
$50.00
$1,030.00
(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validly tendered (and not validly withdrawn) and accepted for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 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defined below) (and not validly withdrawn) and accepted for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
$1,200,000,000 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 $1,200,000,000
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 September 13,
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 October 12, 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 September 24, 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 September
24, 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 $50.00 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. Cheniere Partners
currently expects the early settlement date, if any, to occur on
September 27, 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 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 October 13, 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.
On the day hereof and subsequent to the commencement of the
tender offer and consent solicitation, we intend 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 pursuant to the existing notice period provisions of the
Indenture (the “original notice of redemption”), which will be
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. Any such redemption would be
made in accordance with the terms of the Base Indenture, as
supplemented by the Second Supplemental Indenture, pursuant to
which the Notes were issued, and as amended by the Fourth
Supplemental Indenture, which provides for a redemption price equal
to 102.813% plus accrued and unpaid interest thereon to the
redemption date. In addition, assuming the execution and delivery
of the Supplemental Indenture, we currently intend, in accordance
with the terms and conditions of the Indenture, as may be amended
as a result of the Proposed Amendment (which would shorten the
minimum notice requirement for optional redemptions), to mail a
second notice of redemption to the holders of any outstanding Notes
on the Early Settlement Date, if any, that will supersede the
original notice of redemption, although we have no legal obligation
to do so and the selection of any particular redemption date is in
our discretion. 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 Partners has retained RBC Capital Markets, 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
RBC Capital Markets, LLC collect at (212) 618-7843 or toll-free at
(877) 381-2099. 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/20210913005425/en/
Cheniere Partners Contacts Investors Randy Bhatia, 713-375-5479 Media Relations Eben Burnham-Snyder, 713-375-5764
Jenna Palfrey, 713-375-5491
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