| Item 1.01 |
Entry into a Material Definitive Agreement. |
Purchase Agreement
On March 5, 2024, Cheniere Energy, Inc. (“Cheniere”) entered into a Purchase Agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as representatives 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 5.650% Senior Notes due 2034 (the “Notes”). The Notes will be issued at 99.789% of par.
The Purchase Agreement contains customary representations, warranties and agreements by Cheniere and customary conditions to closing and indemnification obligations of Cheniere 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.
The Notes offering is being made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to persons outside the United States in accordance with Regulation S under the Securities Act.
Certain Initial Purchasers and their affiliates have provided from time to time, and may provide in the future, certain commercial banking, financial advisory, investment banking and other services to Cheniere and its subsidiaries 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 March 5, 2024, Cheniere issued a press release announcing that it 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 March 5, 2024, Cheniere issued a press release announcing that it 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.
Cheniere Corpus Christi Holdings, LLC (“CCH”), a wholly owned subsidiary of Cheniere, issued an irrevocable notice of full redemption on March 5, 2024 for all of its outstanding 5.875% Senior Secured Notes due 2025 (the “2025 CCH Notes”) in accordance with the terms of the indenture governing the 2025 CCH Notes (the “Indenture”), which provides for a redemption price equal to the greater of (i) 100% of the principal amount of such 2025 CCH Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest from the redemption date to October 2, 2024 (not including any portion of such payments of interest accrued as of the redemption date) on such 2025 CCH Notes, 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, plus, in each case, accrued and unpaid interest on the 2025 CCH Notes, if any, up to but excluding the redemption date.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes. It does not constitute an offer to purchase, or a solicitation of an offer to sell the CCH 2025 Notes, and it does 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 CCH 2025 Notes.
The information included in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as may be expressly set forth by specific reference to this Item 7.01 in such a filing.
