UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On February 25, 2021, Cheniere Energy Partners, L.P. (the “Partnership”), a subsidiary of Cheniere Energy, Inc. (“CEI”), 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 J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1.5 billion aggregate principal amount of its 4.000% Senior Notes due 2031 (the “2031 Notes”).
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 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 Partnership and CEI in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.
| Item 8.01 | Other Events. |
On February 25, 2021, the Partnership issued a press release announcing that it intended to offer, subject to market and other conditions, the 2031 Notes. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
On February 25, 2021, the Partnership issued a press release announcing that it had commenced a cash tender offer and consent solicitation (the “Tender Offer”) on the terms and subject to the conditions set forth in the Partnership’s Offer to Purchase and Consent Solicitation Statement, dated February 25, 2021, for up to $1.0 billion in aggregate principal amount of its outstanding 5.250% Senior Notes due 2025 (the “2025 Notes”). The Partnership also announced that it intended to issue a conditional notice of redemption for a portion of the 2025 Notes less any amounts tendered in connection with the Tender Offer at a redemption price of 102.625% plus accrued and unpaid interest thereon to the redemption date. In addition, assuming the execution and delivery of the supplemental indenture, the Partnership announced it currently intends, in accordance with the terms and conditions of the indenture, as may be amended, to deliver a notice of redemption to the holders of any outstanding 2025 Notes on the early settlement date, if any, although the Partnership has no legal obligation to do so and the selection of any particular redemption date is in the Partnership’s discretion. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.
On February 25, 2021, the Partnership issued a press release announcing that it had upsized and priced its previously announced offering of the 2031 Notes. A copy of the press release is attached as Exhibit 99.3 to this report and incorporated herein by reference.
On February 25, 2021, the Partnership issued a press release announcing that it had amended its earlier announced Tender Offer in respect of the 2025 Notes to eliminate the tender cap and extend the offer to purchase any and all of the outstanding $1.5 billion aggregate principal amount of the 2025 Notes. The Partnership also announced that had it issued a conditional notice of redemption for any and all of the 2025 Notes less any amounts tendered in connection with the Tender Offer. The 2025 Notes will be redeemed in accordance with the indenture governing the 2025 Notes, which provides for a redemption price equal to 102.625% plus accrued and unpaid interest thereon to the redemption date. The foregoing does not constitute a notice of redemption with respect to the 2025 Notes. A copy of the press release is attached as Exhibit 99.4 to this report and incorporated herein by reference.
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This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the 2031 Notes, it does not constitute an offer to purchase, or a solicitation of an offer to sell, the 2025 Notes and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| * | Incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHENIERE ENERGY, INC. | ||||||||
| Dated: February 26, 2021 | By: | /s/ Zach Davis |
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| Name: | Zach Davis | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
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