| Item 1.01 |
Entry into a Material Definitive Agreement.
|
Purchase Agreement
On November 14, 2022, Sabine Pass Liquefaction, LLC, a Delaware
limited liability company (the “Company”), and a wholly owned
subsidiary of Cheniere Energy Partners, L.P. (the “Partnership”),
entered into a Purchase Agreement (the “Purchase Agreement”) with
Goldman Sachs & Co. LLC, as representative of the initial
purchasers named therein (the “Initial Purchasers”), to issue and
sell to the Initial Purchasers $430,000,000 aggregate principal
amount of its 5.900% Senior Secured Amortizing Notes due 2037 (the
“Notes”). The Notes were issued at a price equal to 99.856% of par.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing and indemnification obligations of the Company 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 is incorporated by reference
herein.
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 Company,
the Partnership and Cheniere Energy, Inc. in the ordinary course of
business, for which they have received and may continue to receive
customary fees and commissions.
| Item 7.01 |
Regulation FD Disclosure.
|
On November 14, 2022, the Partnership issued a press release
announcing that the Company intended to offer, subject to market
and other conditions, the Notes. A copy of the press release is
attached as Exhibit 99.1 to this report and incorporated herein by
reference.
On November 14, 2022, the Partnership issued a press release
announcing that the Company priced its previously announced
offering of Notes. A copy of the press release is attached as
Exhibit 99.2 to this report and incorporated herein by
reference.
The Company issued an irrevocable notice of redemption on November
14, 2022 for $500 million in aggregate principal amount
outstanding of the Company’s 5.625% Senior Secured Notes due 2023
(the “2023 SPL Notes”) in accordance with the terms of the
indenture governing the 2023 SPL Notes, which provides for a
redemption price equal to the greater of (1) 100% of the principal
amount of such 2023 SPL Notes and (2) the sum of the present
values of the remaining scheduled payments of principal and
interest on such 2023 SPL Notes from the redemption date to
January 15, 2023 (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. The Company intends to fund the redemption with the
proceeds from the sale of the 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 Notes, and it shall
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 2023 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.
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