[8-K] Cheniere Energy Partners, LP Reports Material Event

Rhea-AI Filing Summary

Cheniere Energy Partners (NYSE:CQP) executed a Purchase Agreement to issue $1.0 billion of 5.550% senior notes due 2035 at 99.371% of par. Gross proceeds, together with cash on hand, will fund the $1.0 billion redemption of 5.875% senior secured notes due 2026 issued by subsidiary Sabine Pass Liquefaction, lowering the coupon by 32.5 bps and extending maturity by nine years. The agreement carries customary covenants and subsidiary guarantees; closing is subject to standard conditions. Related press releases announcing the offering and its pricing were furnished under Regulation FD; no financial statements were included.

Positive

• $1.0 billion 5.550% senior notes due 2035 extend weighted-average debt maturity by nine years
• Proceeds retire $1.0 billion 5.875% 2026 secured notes, lowering coupon by 32.5 bps post-2026

Negative

• Make-whole premium and 0.629% issuance discount create near-term cash outflow before interest savings are realized

Insights

Capital Markets Analyst

Debt refinance cuts coupon, adds nine-year tenor—credit positive.

The $1.0 billion 5.550% senior notes, priced at 99.371%, create a modest 0.629% original-issue discount. Proceeds retire an equal amount of 5.875% 2026 secured notes, trimming the coupon by 32.5 bps and eliminating a sizable 2026 maturity. Annual interest savings after 2026 equal roughly $3.3 million, while the partnership’s weighted-average debt life improves by nine years without increasing net leverage. Because the new securities are guaranteed by key operating entities, creditor protection remains robust. Overall, the transaction strengthens liquidity and demonstrates proactive balance-sheet management.

Risk Analyst

Make-whole cost and unsecured shift temper benefits; net effect neutral.

The redemption price includes a Treasury-based make-whole premium plus accrued interest, creating an immediate cash outflow that delays realized savings. Coupled with the 0.629% issuance discount, total up-front costs could exceed $20 million. Until the 2026 notes are formally repaid, consolidated gross debt rises by $1 billion, briefly elevating leverage. Moreover, swapping secured subsidiary debt for senior notes at the partnership level slightly reduces collateral coverage. These factors offset the longer tenor and lower coupon, yielding a largely neutral credit impact in the near term.

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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 25, 2025

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 June 25, 2025, 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 Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, CIBC World Markets Corp., HSBC Securities (USA) Inc., Santander US Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1,000,000,000 aggregate principal amount of its 5.550% Senior Notes due 2035 (the “Notes”). The Notes will be issued at a price equal to 99.371% 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 June 25, 2025, 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 June 25, 2025, 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 partial redemption on June 25, 2025 for $1,000,000,000 in aggregate principal amount of its outstanding 5.875% Senior Secured Notes due 2026 (the “2026 SPL Notes”) in accordance with the terms of the indenture governing the 2026 SPL Notes, which provides for a redemption price equal to the greater of (i) 100% of the principal amount of such 2026 SPL Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such 2026 SPL Notes from the redemption date to December 31, 2025 (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 2026 SPL Notes) plus 50 basis points; plus, in each case, accrued and unpaid interest on such 2026 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 2026 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 2026 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 June 25, 2025, among Cheniere Energy Partners, L.P., the guarantors party thereto and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, CIBC World Markets Corp., HSBC Securities (USA) Inc., Santander US Capital Markets LLC and Wells Fargo Securities, LLC.
99.1*		Press Release, dated June 25, 2025, entitled “Cheniere Partners Announces Offering of Senior Notes due 2035.”
99.2*		Press Release, dated June 25, 2025, entitled “Cheniere Partners Announces Pricing of $1.0 Billion Senior Notes due 2035.”
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: June 26, 2025				By:		/s/ Zach Davis
				Name:		Zach Davis
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What is the size and coupon of CQP's new senior notes due 2035?

Cheniere Energy Partners will issue $1.0 billion principal amount of 5.550% Senior Notes due 2035.

At what price were the 2035 notes issued?

The notes were priced at 99.371% of par, resulting in a small original-issue discount.

How will CQP use the proceeds from the 2035 notes offering?

Proceeds, together with cash on hand, will fund the $1.0 billion redemption of 5.875% Senior Secured Notes due 2026.

Which existing notes are being redeemed and under what terms?

Sabine Pass Liquefaction will redeem $1.0 billion of its 5.875% 2026 notes at the greater of par or a Treasury-based make-whole price plus accrued interest.

Will the transaction affect CQP's interest expense?

Yes. Replacing 5.875% 2026 notes with 5.550% 2035 notes lowers the coupon by 32.5 bps once the redemption closes.