| 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.
