Entry into a Material Definitive Agreement.
On September 13, 2021, Cheniere Energy Partners, L.P. (the
“Partnership”) and each of Cheniere Energy Investments, LLC, Sabine
Pass LNG-GP, LLC, Sabine
Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole
Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC, as
guarantors, entered into a Purchase Agreement (the “Purchase
Agreement”) with RBC Capital Markets, LLC, as representative of the
initial purchasers named therein (the “Initial Purchasers”), to
issue and sell to the Initial Purchasers $1.2 billion
aggregate principal amount of its 3.25% Senior Notes due 2032 (the
The Purchase Agreement contains customary representations,
warranties and agreements by the Partnership and customary
conditions to closing and indemnification obligations of the
Partnership and the Initial Purchasers. The foregoing description
of the Purchase Agreement is not complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement,
which is filed as Exhibit 1.1 hereto and incorporated by reference
Certain Initial Purchasers and their affiliates have provided from
time to time, and may provide in the future, certain investment and
commercial banking and financial advisory services to the
Partnership in the ordinary course of business, for which they have
received and may continue to receive customary fees and
Regulation FD Disclosure.
On September 13, 2021, the Partnership issued a press release
announcing that it had priced its previously announced offering of
the 2032 Notes. A copy of the press release is attached as Exhibit
99.1 to this report and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to
sell, or a solicitation of an offer to buy, the 2032 Notes, and it
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering would be unlawful.
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.
Financial Statements and Exhibits.