Cheniere Energy Partners sells $1.75B senior notes

Cheniere Energy Partners, L.P. closed a private offering of $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056.

Rhea-AI Filing Summary

Cheniere Energy Partners, L.P. closed a private offering of $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. These senior unsecured Notes rank equally with its other unsubordinated debt and are fully guaranteed by certain subsidiaries.

The 2036 Notes mature on November 30, 2036 and the 2056 Notes on November 30, 2056, with cash interest paid semi-annually each May 30 and November 30, starting November 30, 2026. Cheniere Partners can redeem the Notes before their par call dates at a make-whole price, or at 100% of principal plus interest on or after the applicable par call dates.

Cheniere Partners also entered into a Registration Rights Agreement, committing to use commercially reasonable efforts to exchange the privately placed Notes for registered securities and, in some cases, to file a shelf registration. If it does not meet these registration timelines, holders are entitled to additional interest.

Insights

Credit markets analyst

Cheniere Energy Partners adds $1.75B in long-dated fixed-rate debt.

Cheniere Energy Partners issued $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056 via a private placement. These are senior unsecured obligations, guaranteed by subsidiaries that back the revolving credit facility.

The Notes pay semi-annual cash interest and include make-whole call provisions before the par call dates, shifting prepayment risk toward the issuer. Indenture covenants restrict additional liens, sale-leaseback transactions, and major asset transfers, though with typical limitations and exceptions.

A Registration Rights Agreement requires an exchange offer or shelf registration within 360 days of the June 9, 2026 issue date, with additional interest owed if deadlines are missed. Subsequent filings and the effectiveness of the exchange or shelf registration will clarify the long-term trading profile of these securities.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

2036 Notes size: $1 billion aggregate principal 2036 Notes coupon: 5.350% per annum 2056 Notes size: $750 million aggregate principal +4 more

7 metrics

2036 Notes size $1 billion aggregate principal 5.350% Senior Notes due November 30, 2036

2036 Notes coupon 5.350% per annum Interest on 2036 Senior Notes from June 9, 2026

2056 Notes size $750 million aggregate principal 6.050% Senior Notes due November 30, 2056

2056 Notes coupon 6.050% per annum Interest on 2056 Senior Notes from June 9, 2026

First interest payment November 30, 2026 Semi-annual interest for both series, then May 30 and November 30

Registration deadline 360 days after Issue Date Deadline to make exchange registration statement effective

Total Notes issued $1.75 billion aggregate principal Combined 2036 and 2056 Senior Notes offering

Key Terms

Senior Notes, Base Indenture, make-whole redemption price, Registration Rights Agreement, +1 more

5 terms

Senior Notes financial

"offering of $1 billion aggregate principal amount of 5.350% Senior Notes due 2036 and $750 million aggregate principal amount of 6.050% Senior Notes due 2056"

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.

Base Indenture regulatory

"issued on the Issue Date pursuant to the indenture, dated as of September 18, 2017 (the “Base Indenture”)"

make-whole redemption price financial

"redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% ... and (ii) a specified make-whole redemption price"

The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement dated as of the Issue Date"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

sale-leaseback transactions financial

"covenants that, among other things, limit the ability of Cheniere Partners and the Guarantors to incur liens, enter into sale-leaseback transactions"

A sale-leaseback transaction is when an owner sells a property or asset and immediately rents it back from the buyer, like selling your house and signing a lease to keep living in it. For investors, it matters because the seller converts a fixed asset into cash while taking on a new rent expense, which can boost short-term liquidity but change long-term earnings, debt levels and risk profiles that affect valuation and creditworthiness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of debt did CQP issue in this 8-K filing?

Cheniere Energy Partners issued senior unsecured Notes totaling $1.75 billion. The offering includes 5.350% Senior Notes due 2036 and 6.050% Senior Notes due 2056, both guaranteed by certain subsidiaries under an existing indenture structure.

What are the interest rates and maturities of CQP’s new Notes?

The 2036 Notes bear interest at 5.350% and mature on November 30, 2036. The 2056 Notes bear interest at 6.050% and mature on November 30, 2056. Interest is paid in cash semi-annually each May 30 and November 30, beginning November 30, 2026.

How can Cheniere Energy Partners redeem the new Notes?

Before each Note’s Applicable Par Call Date, Cheniere Partners may redeem all or part at the greater of 100% of principal or a make-whole amount, plus accrued interest. On or after the Par Call Date, redemption is at 100% of principal plus accrued interest to the redemption date.

Are the new CQP Notes guaranteed and how do they rank?

The Notes are senior unsecured obligations of Cheniere Partners, ranking equally with its other existing and future unsubordinated debt. They are unconditionally guaranteed by current and future subsidiaries that guarantee the partnership’s revolving credit facility, enhancing structural support for Noteholders.

What does the Registration Rights Agreement require from CQP?

Cheniere Partners agreed to use commercially reasonable efforts to file and make effective an exchange registration statement within 360 days of the issue date. It may also file a shelf registration in certain cases, and must pay additional interest if these registration obligations are not met on time.

Were the CQP Notes issued in a public or private offering?

The Notes were sold in a private placement, not registered under the Securities Act. The sale relied on Section 4(a)(2), Rule 144A, and Regulation S, targeting qualified institutional buyers and certain non-U.S. investors rather than a general public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/09/2026 - 04:33 PM EDT Learn about SEC filing dates

false 0001383650 0001383650 2026-06-09 2026-06-09

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): June 9, 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.

On June 9, 2026 (the “Issue Date”), Cheniere Energy Partners, L.P. (“Cheniere Partners”) closed the sale of its previously announced offering of $1 billion aggregate principal amount of 5.350% Senior Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of 6.050% Senior Notes due 2056 (the “2056 Notes” and, together with the 2036 Notes, 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 on a private placement basis in reliance on Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S thereunder.

Supplemental Indentures

The Notes were issued on the Issue Date pursuant to the indenture, dated as of September 18, 2017 (the “Base Indenture”), by and among Cheniere Partners, the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the eleventh supplemental indenture, dated as of the Issue Date, among Cheniere Partners, the Guarantors and the Trustee, relating to the 2036 Notes (the “Eleventh Supplemental Indenture”) and the twelfth supplemental indenture, dated as of the Issue Date, among Cheniere Partners, the Guarantors and the Trustee, relating to the 2056 Notes (the “Twelfth Supplemental Indenture”). The Base Indenture as supplemented by the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture is referred to herein as the “Notes Indenture.”

Under the terms of the Eleventh Supplemental Indenture, the 2036 Notes will mature on November 30, 2036 and will accrue interest at a rate equal to 5.350% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on May 30 and November 30 of each year, beginning on November 30, 2026.

Under the terms of the Twelfth Supplemental Indenture, the 2056 Notes will mature on November 30, 2056 and will accrue interest at a rate equal to 6.050% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on May 30 and November 30 of each year, beginning on November 30, 2026.

The Notes are Cheniere Partners’ senior unsecured obligations, ranking equally in right of payment with Cheniere Partners’ other existing and future unsubordinated debt and senior in right of payment to any of its future subordinated debt. The Notes are unconditionally guaranteed by each of Cheniere Partners’ current and future subsidiaries that guarantee Cheniere Partners’ revolving credit facility from time to time.

At any time or from time to time prior to May 30, 2036 with respect to the 2036 Notes and at any time or from time to time prior to May 30, 2056 with respect to the 2056 Notes (each applicable date, the “Applicable Par Call Date”), Cheniere Partners 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 Eleventh Supplemental Indenture with respect to the 2036 Notes and set forth in the Twelfth Supplemental Indenture with respect to the 2056 Notes, in either case plus accrued and unpaid interest to the redemption date. On and after the Applicable Par Call Date, Cheniere Partners 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 the ability of Cheniere Partners and the Guarantors to incur liens, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of the applicable entity’s properties or assets. The Notes Indenture covenants are subject to a number of important limitations and exceptions.

The foregoing description of the Eleventh Supplemental Indenture is qualified in its entirety by reference to the full text of the Eleventh Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The foregoing description of the Twelfth Supplemental Indenture is qualified in its entirety by reference to the full text of the Twelfth Supplemental Indenture, which is filed as Exhibit 4.2 hereto and is incorporated by reference herein. The foregoing description of the Base Indenture is qualified in its entirety by reference to the full text of the Base Indenture, which is incorporated by reference herein. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current Report dated September 18, 2017, filed by Cheniere Partners on Form 8-K. Any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Notes Indenture.

Registration Rights Agreement

In connection with the issuance of the Notes, Cheniere Partners, the Guarantors and BofA Securities, Inc., as representative of the initial purchasers, entered into a Registration Rights Agreement dated as of the Issue Date (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, Cheniere Partners and the Guarantors have agreed to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange any and all of the Notes, for a like aggregate principal amount of debt securities of Cheniere Partners issued under the Notes Indenture and identical in all material respects to the respective Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act. Cheniere Partners and the Guarantors have agreed to use commercially reasonable efforts to cause such registration statement to become effective within 360 days after the Issue Date. Under specified circumstances, Cheniere Partners and the Guarantors have also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Notes. Cheniere Partners will be obligated to pay additional interest if it fails to comply with its obligations to register the Notes within the specified time periods.

This description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report regarding the Notes is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1*		Eleventh Supplemental Indenture, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture.
4.2*		Twelfth Supplemental Indenture, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and The Bank of New York Mellon, as Trustee under the Indenture.
10.1*		Registration Rights Agreement, dated as of June 9, 2026, among Cheniere Energy Partners, L.P., the guarantors party thereto and BofA Securities, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed 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: June 9, 2026				By:		/s/ Zach Davis
				Name:		Zach Davis
				Title:		Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 115.1 KB

Other Documents

• EX-4.1 EX-4.1 219.9 KB
• EX-4.2 EX-4.2 219.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB