Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2024 (the “Issue Date”), Cheniere Energy, Inc. (“Cheniere”) closed the sale of its previously announced offering of $1.5 billion aggregate principal amount of 5.650% senior notes due 2034 (the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold in reliance on Rule 144A and Regulation S thereunder.
Indenture
The Notes were issued on the Issue Date pursuant to an indenture, dated as of the Issue Date (the “Base Indenture”), by and between Cheniere and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of the Issue Date, between Cheniere and the Trustee, relating to the Notes (the “First Supplemental Indenture”). The Base Indenture as supplemented by the First Supplemental Indenture is referred to herein as the “Notes Indenture.”
Under the terms of the First Supplemental Indenture, the Notes will mature on April 15, 2034 and will accrue interest at a rate equal to 5.650% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on October 15 and April 15 of each year, beginning on October 15, 2024.
The Notes are Cheniere’s senior unsubordinated obligations, ranking equally in right of payment with Cheniere’s other existing and future senior unsubordinated debt and senior in right of payment to any of Cheniere’s future subordinated debt. The Notes are not initially guaranteed by any of Cheniere’s subsidiaries. In the future, any subsidiary that guarantees or becomes a co-obligor with respect to any obligations of Cheniere in respect of Cheniere’s existing 4.625% senior notes due 2028 will also guarantee the Notes.
At any time or from time to time prior to October 15, 2033 (the “Par Call Date”), Cheniere may, at its option, redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) a specified make-whole redemption price set forth in the First Supplemental Indenture, in either case plus accrued and unpaid interest to the redemption date. On and after the Par Call Date, Cheniere may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date.
The Notes Indenture also contains customary terms and events of default and certain covenants that, among other things, limit Cheniere’s ability to incur liens, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of Cheniere’s properties or assets. The Notes Indenture covenants are subject to a number of important limitations and exceptions.
The foregoing description of the Base Indenture is qualified in its entirety by reference to the full text of the Base Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.2 hereto and is incorporated by reference herein. Any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Notes Indenture.
