Cheniere Energy prices $1.2B senior notes due 2037
The notes carry a 5.800% annual interest rate, are priced at 99.313% of par and have an expected November 17, 2026 closing.
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Rhea-AI Filing Summary
Cheniere Energy, Inc. (LNG) entered into a purchase agreement to issue and sell $1.2 billion aggregate principal amount of 5.800% Senior Notes due 2037 to the initial purchasers. The priced notes carry 5.800% annual interest, will be issued at 99.313% of par and mature March 15, 2037; closing is expected November 17, 2026. They rank pari passu in right of payment with Cheniere’s existing senior notes.
The private offering relies on an exemption from Securities Act registration and is limited to persons reasonably believed to be qualified institutional buyers under Rule 144A and persons outside the United States under Regulation S. Cheniere intends to use proceeds for general corporate purposes, which may include repayment, refinancing or redemption of existing indebtedness—including Cheniere Corpus Christi Holdings, LLC’s 5.125% Senior Secured Notes due 2027—capital expenditures, working capital and other business opportunities.
Filing Explained
Cheniere’s notes offering is not conditioned on repaying or redeeming its subsidiary’s 2027 notes, and the release is not a redemption notice; no payoff of those notes is committed by this filing.
8-K Event Classification
Key Figures
Key Terms
pari passu financial
qualified institutional buyers regulatory
Rule 144A regulatory
Regulation S regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
| 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.
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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 November 2, 2026, Cheniere Energy, Inc. (“Cheniere”) entered into a Purchase Agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1.2 billion aggregate principal amount of its 5.800% Senior Notes due 2037 (the “Notes”). The Notes will be issued at 99.313% of par.
The Purchase Agreement contains customary representations, warranties and agreements by Cheniere and customary conditions to closing and indemnification obligations of Cheniere 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 is incorporated by reference herein.
The Notes offering is being made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to persons reasonably believed to be “qualified institutional buyers” in accordance with Rule 144A under the Securities Act and to persons outside the United States in accordance with Regulation S under the Securities Act.
Certain Initial Purchasers and their affiliates have provided from time to time, and may provide in the future, certain commercial banking, financial advisory, investment banking and other services to Cheniere and its subsidiaries 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 November 2, 2026, Cheniere issued a news 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 November 2, 2026, Cheniere issued a news release announcing that it 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.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, and it does not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
The information included in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as may be expressly set forth by specific reference to this Item 7.01 in such a filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| Exhibit Number |
Description | |
| 1.1* | Purchase Agreement, dated as of November 2, 2026, between Cheniere Energy, Inc. and Morgan Stanley & Co. LLC. | |
| 99.1** | News release, dated November 2, 2026, entitled “Cheniere Announces Offering of Senior Notes due 2037.” | |
| 99.2** | News release, dated November 2, 2026, entitled “Cheniere Announces Pricing of $1.2 Billion of Senior Notes due 2037.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
| ** | 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, INC.
| ||||||
| Dated: November 3, 2026 | ||||||
| By: | /s/ Zach Davis | |||||
| Name: | Zach Davis | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Exhibit 99.1
CHENIERE ENERGY, INC. NEWS RELEASE
Cheniere Announces Offering of Senior Notes due 2037
HOUSTON—(BUSINESS WIRE)— Cheniere Energy, Inc. (“Cheniere”) (NYSE: LNG) today announced that it intends to offer, subject to market and other conditions, Senior Notes due 2037 (the “Notes”).
Cheniere intends to use the proceeds from the offering for general corporate purposes, which may include, among other things, the repayment, refinancing or redemption of our and our subsidiaries’ existing indebtedness (including our subsidiary Cheniere Corpus Christi Holdings, LLC’s outstanding 5.125% Senior Secured Notes due 2027 (the “CCH 2027 Notes”)), funding capital expenditures, working capital and other business opportunities. The Notes will rank pari passu in right of payment with existing senior notes at Cheniere.
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 news 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.
This news release does not constitute a notice to redeem or prepay any of the CCH 2027 Notes or other indebtedness and is not conditioned on any such redemption or prepayment.
Forward-Looking Statements
This news release contains certain statements that may include “forward-looking statements” within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 the offering of the Notes and Cheniere’s financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding regulatory authorization and approval expectations, (iii) statements expressing beliefs and expectations regarding the development of Cheniere’s LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of third-parties, (v) statements regarding potential financing arrangements, (vi) statements regarding future discussions and entry into contracts, (vii) statements relating to Cheniere’s capital deployment, including intent, ability, extent, and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere 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’s 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’s 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 news release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.
Contacts
Cheniere Energy, Inc.
| Investor Relations | ||
| Randy Bhatia |
713-375-5479 | |
| Frances Smith |
713-375-5753 | |
Exhibit 99.2
CHENIERE ENERGY, INC. NEWS RELEASE
Cheniere Announces Pricing of $1.2 Billion of Senior Notes due 2037
HOUSTON—(BUSINESS WIRE)— Cheniere Energy, Inc. (“Cheniere”) (NYSE: LNG) today announced that it has priced its previously announced offering of Senior Notes due 2037 (the “Notes”). The Notes will bear interest at a rate of 5.800% per annum, will be issued at 99.313% of par and will mature on March 15, 2037. The closing of the offering is expected to occur on November 17, 2026.
Cheniere intends to use the proceeds from the offering for general corporate purposes, which may include, among other things, the repayment, refinancing or redemption of our and our subsidiaries’ existing indebtedness (including our subsidiary Cheniere Corpus Christi Holdings, LLC’s outstanding 5.125% Senior Secured Notes due 2027 (the “CCH 2027 Notes”)), funding capital expenditures, working capital and other business opportunities. This news release does not constitute an offer to purchase or a solicitation of an offer to sell the CCH 2027 Notes or a notice of redemption under the indenture governing the CCH 2027 Notes. The Notes will rank pari passu in right of payment with existing senior notes at Cheniere.
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 news 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 news release contains certain statements that may include “forward-looking statements” within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 the closing of the offering of the Notes and Cheniere’s financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding regulatory authorization and approval expectations, (iii) statements expressing beliefs and expectations regarding the development of Cheniere’s LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of third-parties, (v) statements regarding potential financing arrangements, (vi) statements regarding future discussions and entry into contracts, (vii) statements relating to Cheniere’s capital deployment, including intent, ability, extent, and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan, and (viii) statements relating to our goals, commitments and strategies in relation to environmental matters. Although Cheniere 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’s 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’s 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 news release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.
Contacts
Cheniere Energy, Inc.
| Investor Relations | ||
| Randy Bhatia |
713-375-5479 | |
| Frances Smith |
713-375-5753 | |