Cheniere Partners (NYSE: CQP) sells $1.75B notes and plans $1.5B redemption

Q: How will Cheniere Energy Partners (CQP) use the proceeds from the new notes?

The partnership intends to use proceeds for general partnership purposes , which may include repaying, refinancing or redeeming existing indebtedness, funding capital expenditures, providing working capital and pursuing other business opportunities. This includes potential use toward Sabine Pass Liquefaction’s 5.00% Senior Secured Notes due 2027.

Q: At what prices and interest rates are the new Cheniere Partners notes being issued?

The 2036 notes will bear 5.350% interest and be issued at 99.511% of par , while the 2056 notes will bear 6.050% interest and be issued at 99.698% of par . Both carry semi-annual interest and extend the partnership’s debt maturity profile.

Q: When will the new Cheniere Energy Partners notes mature and when is closing expected?

The CQP 2036 Notes mature on November 30, 2036 , and the CQP 2056 Notes mature on November 30, 2056 . The offering’s closing is expected on June 9, 2026 , subject to customary closing conditions under the purchase agreement.

Q: Are Cheniere Energy Partners’ new notes registered under the Securities Act of 1933?

No. The notes have not been registered under the Securities Act of 1933. They may not be offered or sold in the United States without registration or an applicable exemption from registration. The related communications explicitly state they do not constitute an offer or solicitation where unlawful.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cheniere Energy Partners, L.P. entered into a purchase agreement to issue $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. The notes will be issued at 99.511% and 99.698% of par, respectively, with closing expected on June 9, 2026.

Cheniere Partners plans to use the proceeds for general partnership purposes, including potential repayment, refinancing or redemption of existing debt such as Sabine Pass Liquefaction, LLC’s 5.00% Senior Secured Notes due 2027. Sabine Pass Liquefaction issued an irrevocable notice to redeem $1.5 billion of these 2027 notes, to be funded with note proceeds and cash on hand.

Insights

Cheniere Partners raises $1.75B in long-dated notes to refinance 2027 debt.

Cheniere Partners is issuing $1 billion of 5.350% notes due 2036 and $750 million of 6.050% notes due 2056, both just below par. The new debt ranks pari passu with existing senior notes across multiple maturities.

Subsidiary Sabine Pass Liquefaction has called $1.5 billion of 5.00% Senior Secured Notes due 2027, with the redemption price tied to the greater of par or a Treasury-rate based make-whole calculation plus accrued interest. This shifts part of the debt stack from secured 2027 maturities to longer-dated unsecured instruments.

The company cites general partnership purposes, including refinancing existing indebtedness, capital expenditures and working capital. The net effect on leverage and interest costs will depend on final redemption pricing and allocation of any remaining proceeds, which may be detailed in future periodic reports.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2036 Notes Principal: $1,000,000,000 2056 Notes Principal: $750,000,000 2036 Notes Issue Price: 99.511% of par +5 more

8 metrics

2036 Notes Principal $1,000,000,000 Aggregate principal amount of 5.350% Senior Notes due 2036

2056 Notes Principal $750,000,000 Aggregate principal amount of 6.050% Senior Notes due 2056

2036 Notes Issue Price 99.511% of par Issue price for 5.350% Senior Notes due 2036

2056 Notes Issue Price 99.698% of par Issue price for 6.050% Senior Notes due 2056

Redemption of 2027 SPL Notes $1,500,000,000 Aggregate principal of 5.00% Senior Secured Notes due 2027 to be redeemed

2036 Maturity Date November 30, 2036 Maturity of CQP 2036 Notes

2056 Maturity Date November 30, 2056 Maturity of CQP 2056 Notes

Interest Rate 2027 SPL Notes 5.00% per annum Coupon on Senior Secured Notes due 2027 being redeemed

Key Terms

Senior Notes, pari passu, Treasury Rate, redemption price, +1 more

5 terms

Senior Notes financial

"to issue and sell to the Initial Purchasers $1 billion aggregate principal amount of its 5.350% Senior Notes due 2036"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

pari passu financial

"The Notes will rank pari passu in right of payment with existing senior notes at Cheniere Partners"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

Treasury Rate financial

"discounted back to the redemption date ... at the Treasury Rate ... plus 50 basis points"

The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.

redemption price financial

"which provides for a redemption price equal to the greater of (i) 100% of the principal amount"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

Securities Act of 1933 regulatory

"The offer of the Notes has not been registered under the Securities Act of 1933, as amended"

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Available on EDGAR 05/27/2026 - 08:06 AM Accepted by SEC EDGAR 05/27/2026 - 08:05 AM

FAQ

What new senior notes is Cheniere Energy Partners (CQP) issuing?

Cheniere Partners is issuing two long-dated senior note tranches: $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. Both will be issued slightly below par and rank pari passu with its existing senior notes.

How will Cheniere Energy Partners (CQP) use the proceeds from the new notes?

The partnership intends to use proceeds for general partnership purposes, which may include repaying, refinancing or redeeming existing indebtedness, funding capital expenditures, providing working capital and pursuing other business opportunities. This includes potential use toward Sabine Pass Liquefaction’s 5.00% Senior Secured Notes due 2027.

What is happening to Sabine Pass Liquefaction’s 5.00% notes due 2027?

Sabine Pass Liquefaction, a subsidiary of Cheniere Partners, issued an irrevocable notice to redeem $1.5 billion of its 5.00% Senior Secured Notes due 2027. The redemption price is based on the greater of par or a Treasury-rate driven make-whole amount plus accrued interest.

At what prices and interest rates are the new Cheniere Partners notes being issued?

The 2036 notes will bear 5.350% interest and be issued at 99.511% of par, while the 2056 notes will bear 6.050% interest and be issued at 99.698% of par. Both carry semi-annual interest and extend the partnership’s debt maturity profile.

When will the new Cheniere Energy Partners notes mature and when is closing expected?

The CQP 2036 Notes mature on November 30, 2036, and the CQP 2056 Notes mature on November 30, 2056. The offering’s closing is expected on June 9, 2026, subject to customary closing conditions under the purchase agreement.

Are Cheniere Energy Partners’ new notes registered under the Securities Act of 1933?

No. The notes have not been registered under the Securities Act of 1933. They may not be offered or sold in the United States without registration or an applicable exemption from registration. The related communications explicitly state they do not constitute an offer or solicitation where unlawful.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

CHENIERE ENERGY PARTNERS, L.P.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-33366

20-5913059

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

845 Texas Avenue, Suite 1250

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	CQP	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Purchase Agreement

On May 26, 2026, Cheniere Energy Partners, L.P. (“Cheniere Partners”) 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 BofA Securities, Inc., as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1 billion aggregate principal amount of its 5.350% Senior Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of its 6.050% Senior Notes due 2056 (the “2056 Notes”, and, together with the 2036 Notes, the “Notes”). The 2036 Notes will be issued at a price equal to 99.511% of par, and the 2056 Notes will be issued at a price equal to 99.698% of par.

The Purchase Agreement contains customary representations, warranties and agreements by Cheniere Partners and customary conditions to closing and indemnification obligations of Cheniere Partners 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 Cheniere Partners 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 May 26, 2026, Cheniere Partners 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 May 26, 2026, Cheniere Partners issued a press release announcing that it had priced its previously announced offering of the Notes. A copy of the press release is attached as Exhibit 99.2 to this report and incorporated herein by reference.

Sabine Pass Liquefaction, LLC (“SPL”), a wholly owned subsidiary of Cheniere Partners, issued an irrevocable notice of full redemption on May 26, 2026 for $1,500,000,000 in aggregate principal amount of its outstanding 5.00% Senior Secured Notes due 2027 (the “2027 SPL Notes”) in accordance with the terms of the indenture governing the 2027 SPL Notes, which provides for a redemption price equal to the greater of (i) 100% of the principal amount of such 2027 SPL Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such 2027 SPL Notes from the redemption date to September 15, 2026 (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 governing the 2027 SPL Notes) plus 50 basis points; plus, in each case, accrued and unpaid interest on such 2027 SPL Notes, if any, to the redemption date. SPL intends to fund the redemption with the gross 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. It does not constitute an offer to purchase, or a solicitation of an offer to sell the 2027 SPL 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 2027 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

1.1		Purchase Agreement, dated as of May 26, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and BofA Securities, Inc.

99.1*		Press Release, dated May 26, 2026, entitled “Cheniere Partners Announces Offering of Senior Notes due 2036 and Senior Notes due 2056.”

99.2*		Press Release, dated May 26, 2026, entitled “Cheniere Partners Announces Pricing of $1 Billion Senior Notes due 2036 and $750 Million Senior Notes due 2056.”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Furnished herewith.

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 PARTNERS, L.P.

	By: CHENIERE ENERGY PARTNERS GP, LLC, its general partner

Dated: May 27, 2026	By:	/s/ Zach Davis
	Name:	Zach Davis
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Announces Offering of Senior Notes due 2036 and Senior Notes due 2056

Houston, Texas – May 26, 2026 – Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) announced today that it intends to offer, subject to market and other conditions, Senior Notes due 2036 (the “CQP 2036 Notes”) and Senior Notes due 2056 (the “CQP 2056 Notes” and, together with the CQP 2036 Notes, the “Notes”).

Cheniere Partners intends to use the proceeds from the offering for general partnership purposes, which may include, among other things, the repayment, refinancing or redemption of its and its subsidiaries’ existing indebtedness (including Sabine Pass Liquefaction, LLC’s 5.00% Senior Secured Notes due 2027 (the “SPL 2027 Notes”)), funding capital expenditures, working capital and other business opportunities. This press release does not constitute an offer to purchase or a solicitation of an offer to sell the SPL 2027 Notes or a notice of redemption under the indenture governing the SPL 2027 Notes. The Notes will rank pari passu in right of payment with existing senior notes at Cheniere Partners, including the senior notes due 2029, the senior notes due 2031, the senior notes due 2032, the senior notes due 2033, the senior notes due 2034 and the senior notes due 2035.

The offer of the Notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere Partners’ financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding Cheniere Partners’ anticipated quarterly distributions and ability to make quarterly distributions at the base amount or any amount, (iii) statements regarding regulatory authorization and approval expectations, (iv) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (v) statements regarding the business operations and prospects of third-parties, (vi) statements regarding potential financing arrangements, (vii) statements regarding future discussions and entry into contracts, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere Partners believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Cheniere Partners’ actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Cheniere Partners’ periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere Partners does not assume a duty to update these forward-looking statements.

CONTACTS:


Investors
Randy Bhatia		713-375-5479
Frances Smith		713-375-5753

Media Relations
Randy Bhatia		713-375-5479
Bernardo Fallas		713-375-5593

Exhibit 99.2

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Announces Pricing of $1 Billion Senior Notes due 2036 and $750 Million Senior Notes due 2056

Houston, Texas – May 26, 2026 – Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE: CQP) announced today that it has priced its previously announced offering of Senior Notes due 2036 (the “CQP 2036 Notes”) and Senior Notes due 2056 (the “CQP 2056 Notes” and, together with the CQP 2036 Notes, the “Notes”). The CQP 2036 Notes will bear interest at a rate of 5.350% per annum and will mature on November 30, 2036, and the CQP 2056 Notes will bear interest at a rate of 6.050% per annum and will mature on November 30, 2056. The CQP 2036 Notes will be issued at a price equal to 99.511% of par and the CQP 2056 Notes will be issued at a price equal to 99.698% of par. The closing of the offering is expected to occur on June 9, 2026.

Cheniere Partners intends to use the proceeds from the offering for general partnership purposes, which may include, among other things, the repayment, refinancing or redemption of its and its subsidiaries’ existing indebtedness (including Sabine Pass Liquefaction, LLC’s 5.00% Senior Secured Notes due 2027 (the “SPL 2027 Notes”)), funding capital expenditures, working capital and other business opportunities. This press release does not constitute an offer to purchase or a solicitation of an offer to sell the SPL 2027 Notes or a notice of redemption under the indenture governing the SPL 2027 Notes. The Notes will rank pari passu in right of payment with the existing senior notes at Cheniere Partners, including the senior notes due 2029, the senior notes due 2031, the senior notes due 2032, the senior notes due 2033, the senior notes due 2034 and the senior notes due 2035.

Forward-Looking Statements

CONTACTS:


Investors
Randy Bhatia		713-375-5479
Frances Smith		713-375-5753

Media Relations
Randy Bhatia		713-375-5479
Bernardo Fallas		713-375-5593

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Cheniere Partners (NYSE: CQP) sells $1.75B notes and plans $1.5B redemption

Rhea-AI Filing Summary

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