CHENIERE ENERGY, INC. (NYSEMKT:LNG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On December5, 2016, Cheniere Corpus Christi Holdings, LLC (CCH),
an indirect, wholly-owned subsidiary of Cheniere Energy, Inc.
(Cheniere), and CCHs subsidiaries Corpus Christi Liquefaction,
LLC (CCL), Cheniere Corpus Christi Pipeline, L.P. (CCP) and
Corpus Christi Pipeline GP, LLC (CCP GP and together with CCL and
CCP, each, a Guarantor and collectively, the Guarantors), as
guarantors, entered into a Purchase Agreement (the Purchase
Agreement) with Goldman, Sachs Co. as representative of the
initial purchasers named therein (the Initial Purchasers), to
issue and sell to the Initial Purchasers $1.5 billion aggregate
principal amount of its 5.875% Senior Secured Notes due 2025 (the
Notes).
The Purchase Agreement contains customary representations,
warranties and agreements by CCH and the Guarantors and customary
conditions to closing and indemnification obligations of CCH and
the Guarantors 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.
Certain Initial Purchasers and their affiliates have provided in
the past, to CCH and its subsidiaries and Cheniere and certain
other affiliates of Cheniere, and may provide from time to time
in the future, certain commercial banking, financial advisory,
investment banking and other services in the ordinary course of
their business, for which they have received and may continue to
receive customary fees and commissions.
On December9, 2016 (the Issue Date), CCH closed the sale of the
Notes to the Purchase Agreement. 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 Section4(a)(2) of the Securities Act and
Rule 144A and Regulation S thereunder.
Indenture
The Notes were issued by CCH on the Issue Date to the Indenture,
dated as of May18, 2016 (the Base Indenture), among CCH, as
issuer, CCL, CCP and CCP GP, as guarantors, any other guarantor
that may become a party thereto from time to time and The Bank of
New York Mellon, as trustee (the Trustee), as supplemented by a
first supplemental indenture, dated as of the Issue Date, among
CCH, the Guarantors, any other guarantor that may become a party
thereto from time to time and the Trustee, relating to the Notes
(the First Supplemental Indenture). The Base Indenture as
supplemented by the First Supplemental Indenture is referred to
herein as the Indenture.
Under the terms of the First Supplemental Indenture, the Notes
will mature on March31, 2025 and will accrue interest at a rate
equal to 5.875%per annum on the principal amount from the Issue
Date, with such interest payable semi-annually, in cash in
arrears, on June30 and December31 of each year, commencing on
June30, 2017. Any accrued and unpaid interest on the Notes at
maturity will be paid on the maturity date.
The Notes are senior secured obligations of CCH and rank senior
in right of payment to any and all of CCHs future indebtedness
that is subordinated in right of payment to the Notes and equal
in right of payment with all of CCHs existing and future
indebtedness (including all loans under CCHs existing credit
facility and all of CCHs outstanding senior secured notes) that
is senior and secured by the same collateral securing the Notes.
The Notes are effectively senior to all of CCHs senior
indebtedness that is unsecured to the extent of the value of the
assets constituting the collateral securing the Notes.
As of the Issue Date, the Notes are guaranteed by all of CCHs
existing subsidiaries, consisting of CCL, CCP and CCP GP, and
will also be guaranteed by certain of CCHs future domestic
subsidiaries. Such guarantees will be joint and several
obligations of such guarantors. The Notes will be secured by a
first-priority security interest in substantially all of CCHs and
such guarantors assets.
At any time or from time to time prior to October2, 2024, CCH may
redeem all or a part of the Notes, at a redemption price equal to
the make-whole price set forth in the First Supplemental
Indenture, plus accrued and unpaid interest, if any, to the date
of redemption. CCH also may at any time on or after October2,
2024, redeem the Notes, in whole or in part, at a redemption
price equal to 50% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, to the date
of redemption.
2
The Indenture also contains customary terms and events of default
and certain covenants that, among other things, limit CCHs
ability and the ability of CCHs restricted subsidiaries to incur
additional indebtedness or issue preferred stock, make certain
investments or pay dividends or distributions on membership
interests or subordinated indebtedness or purchase, redeem or
retire membership interests, sell or transfer assets, including
membership or partnership interests of CCHs restricted
subsidiaries, restrict dividends or other payments by restricted
subsidiaries to CCH or any of CCHs restricted subsidiaries, incur
liens, enter into transactions with affiliates, dissolve,
liquidate, consolidate, merge, sell or lease all or substantially
all of the properties or assets of CCH and its restricted
subsidiaries taken as a whole or permit any Guarantor to
dissolve, liquidate, consolidate, merge, sell or lease all or
substantially all of its properties and assets. The Indenture
covenants are subject to a number of important limitations and
exceptions.
The foregoing description of the First Supplemental Indenture is
qualified in its entirety by reference to the full text of the
First Supplemental Indenture, which is filed as Exhibit 4.1
hereto and is incorporated by reference herein. The foregoing
description of the Indenture is qualified in its entirety by
reference to the full text of the Indenture, which is
incorporated by reference herein. A copy of the Base Indenture
was filed as Exhibit 4.1 to the Current Report on Form 8-K filed
by Cheniere on May18, 2016.
Registration Rights Agreement
In connection with the closing of the sale of the Notes, CCH, the
Guarantors and Goldman, Sachs Co., as representative of the
respective Initial Purchasers, entered into a Registration Rights
Agreement dated the Issue Date (the Registration Rights
Agreement). Under the terms of the Registration Rights Agreement,
CCH and the Guarantors have agreed, and any future guarantors of
the Notes will agree, 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 CCH issued under the
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. CCH and
the Guarantors have agreed, and any future guarantors of the
Notes will agree, to use commercially reasonable efforts to cause
such registration statement to become effective within 360 days
after the Issue Date. Under specified circumstances, CCH and the
Guarantors have also agreed, and any future guarantors will also
agree, to use commercially reasonable efforts to cause to become
effective a shelf registration statement relating to resales of
the Notes. CCH 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.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item1.01 of this report is
incorporated by reference into this Item2.03.
Item9.01 Financial Statements and Exhibits.
d) Exhibits
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Description | |
| 1.1 |
Purchase Agreement, dated as of December 5, 2016, among Cheniere Corpus Christi Holdings, LLC and Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as guarantors, and Goldman, Sachs Co., for itself and as representative of the purchasers. |
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| 4.1 |
First Supplemental Indenture, dated as of December 9, 2016, among Cheniere Corpus Christi Holdings, LLC, as issuer, Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as guarantors, and The Bank of New York Mellon, as trustee. |
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| 10.1 |
Registration Rights Agreement, dated as of December 9, 2016, among Cheniere Corpus Christi Holdings, LLC and Corpus Christi Liquefaction, LLC, Cheniere Corpus Christi Pipeline, L.P. and Corpus Christi Pipeline GP, LLC, as guarantors, and Goldman, Sachs Co., for itself and as representative of the purchasers. |
About CHENIERE ENERGY, INC. (NYSEMKT:LNG)
Cheniere Energy, Inc. is an energy company primarily engaged in liquefied natural gas (LNG) related businesses. The Company operates through two segments: LNG terminal business and LNG and natural gas marketing business The Company owns and operates the Sabine Pass LNG terminal in Louisiana through its ownership interest in and management agreements with Cheniere Energy Partners, L.P. (Cheniere Partners), which is a publicly traded limited partnership. The Company owns approximately 100% of the general partner interest in Cheniere Partners and over 80% of Cheniere Energy Partners LP Holdings, LLC (Cheniere Holdings), which is a publicly traded limited liability company that owns approximately 56% limited partner interest in Cheniere Partners. The Sabine Pass LNG terminal is located on the Sabine-Neches Waterway less than four miles from the Gulf Coast. CHENIERE ENERGY, INC. (NYSEMKT:LNG) Recent Trading Information
CHENIERE ENERGY, INC. (NYSEMKT:LNG) closed its last trading session down -0.01 at 43.00 with 3,692,533 shares trading hands.