Cheniere Energy Partners LP Holdings, LLC (NYSEMKT:CQH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February28, 2017, Sabine Pass Liquefaction, LLC (SPL), a
wholly owned subsidiary of Cheniere Energy Partners, L.P.
(Cheniere Partners), entered into a Purchase Agreement (the
Purchase Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representative of the initial purchasers named
therein (the Initial Purchasers), to issue and sell to the
Initial Purchasers $1.35billion aggregate principal amount of its
4.200% Senior Secured Notes due 2028 (the Notes). The Notes were
issued at a price equal to 99.903% of par to yield 4.211%.
The Purchase Agreement contains customary representations,
warranties and agreements by SPL and customary conditions to
closing and indemnification obligations of SPL 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.
On March6, 2017 (the Issue Date), SPL 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 Section 4(a)(2) of the Securities Act and
Rule 144A and Regulation S thereunder.
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 SPL and Cheniere Partners in the ordinary course of business,
for which they have received and may continue to receive
customary fees and commissions.
Tenth Supplemental Indenture
The Notes were issued on the Issue Date to the indenture, dated
as of February1, 2013 (the Base Indenture), by and among SPL, the
guarantors that may become party thereto from time to time and
The Bank of New York Mellon, as Trustee under the Indenture (the
Trustee), as supplemented by the Eighth Supplemental Indenture
dated as of September19, 2016, and a tenth supplemental
indenture, dated as of the Issue Date, between SPL and the
Trustee, relating to the Notes (the Tenth Supplemental
Indenture). The Base Indenture as supplemented by the Eighth
Supplemental Indenture and the Tenth Supplemental Indenture is
referred to herein as the Notes Indenture.
Under the terms of the Tenth Supplemental Indenture, the Notes
will mature on March15, 2028 and will accrue interest at a rate
equal to 4.200% per annum on the principal amount from the Issue
Date, with such interest payable semi-annually, in cash in
arrears, on March15 and September15 of each year, beginning on
September15, 2017.
The Notes are senior secured obligations of SPL and rank senior
in right of payment to any and all of SPLs future indebtedness
that is subordinated in right of payment to the Notes and equal
in right of payment with all of SPLs existing and future
indebtedness (including all obligations under SPLs senior working
capital revolving credit and letter of credit reimbursement
agreement and all of SPLs outstanding senior secured notes) that
is senior and secured by the same collateral securing the Notes.
The Notes are effectively senior to all of SPLs 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 were not guaranteed but will be
guaranteed in the future by all of SPLs future restricted
subsidiaries. Such guarantees will be joint and several
obligations of the guarantors of the Notes. The guarantees of the
Notes will be senior secured obligations of the guarantors.
At any time or from time to time prior to September15, 2027, SPL
may redeem all or a part of the Notes, at a redemption price
equal to the make-whole price set forth in the Tenth Supplemental
Indenture, plus accrued and unpaid interest, if any, to the date
of redemption. SPL also may at any time on or after September15,
2027, 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
General
The Notes Indenture also contains customary terms and events of
default and certain covenants that, among other things, limit
SPLs ability and the ability of SPLs restricted subsidiaries to
incur additional indebtedness or issue preferred stock, make
certain investments or pay dividends or distributions on capital
stock or subordinated indebtedness or purchase, redeem or retire
capital stock, sell or transfer assets, including capital stock
of SPLs restricted subsidiaries, restrict dividends or other
payments by restricted subsidiaries, incur liens, enter into
transactions with affiliates, dissolve, liquidate, consolidate,
merge, sell or lease all or substantially all of SPLs assets and
enter into certain LNG sales contracts. The Notes Indenture
covenants are subject to a number of important limitations and
exceptions.
The foregoing description of the Tenth Supplemental Indenture is
qualified in its entirety by reference to the full text of the
Tenth Supplemental Indenture, which is filed as Exhibit 4.1
hereto, and is incorporated by reference herein. The foregoing
description of the Notes Indenture is qualified in its entirety
by reference to the full text of the Notes Indenture, which is
incorporated by reference herein. A copy of the Base Indenture
was filed as Exhibit 4.1 to the Current Report dated February4,
2013, filed by Cheniere Partners on Form 8-K. A copy of the
Eighth Supplemental Indenture was filed as Exhibit 4.1 to the
Current Report dated September 23. 2016, filed by Cheniere
Partners on Form 8-K.
Registration Rights Agreement
In connection with the closing of the sale of the Notes, SPL and
Merrill Lynch, Pierce, Fenner Smith Incorporated, 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, SPL has 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 SPL
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. SPL has 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, SPL has 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.
SPL 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 Item 1.01 of this report is
incorporated by reference into this Item 2.03.
3
Item9.01 Financial Statements and Exhibits.
d) Exhibits
|
Exhibit Number |
Description |
|
| 1.1* |
Purchase Agreement, dated as of February28, 2017, between Sabine Pass Liquefaction, LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated (Incorporated by reference to Exhibit 1.1 to Cheniere Partners Current Report on Form8-K (SEC File No.001-33366), filed on March6, 2017). |
|
| 4.1* |
Tenth Supplemental Indenture, dated as of March6, 2017, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to Cheniere Partners Current Report on Form 8-K (SEC File No.001-33366), filed on March6, 2017). |
|
| 10.1* |
Registration Rights Agreement, dated as of March6, 2017, between Sabine Pass Liquefaction, LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated (Incorporated by reference to Exhibit 10.1 to Cheniere Partners Current Report on Form 8-K (SEC File No.001-33366), filed on March6, 2017). |
| * | Incorporated herein by reference. |
4
About Cheniere Energy Partners LP Holdings, LLC (NYSEMKT:CQH)
Cheniere Energy Partners LP Holdings, LLC is a limited liability company. The Company’s business consists of owning and holding Cheniere Partners’ limited partner common units, Class B units and subordinated units. The Company owns over 11,963,490 common units, which are entitled to quarterly cash distributions from Cheniere Partners, approximately 135,383,830 subordinated units and 45,333,330 Class B units. Cheniere Partners owns and operates liquefied natural gas (LNG) regasification facilities at the Sabine Pass LNG terminal through its subsidiary, Sabine Pass LNG, L.P. Through its subsidiary Cheniere Creole Trail Pipeline, L.P., Cheniere Partners also owns the 94-mile Creole Trail Pipeline, which interconnects the Sabine Pass LNG terminal with a number of interstate pipelines. In addition, the Company owns a non-economic voting interest in GP Holdco, the general partner of Cheniere Partners. Cheniere Energy Partners LP Holdings, LLC (NYSEMKT:CQH) Recent Trading Information
Cheniere Energy Partners LP Holdings, LLC (NYSEMKT:CQH) closed its last trading session up +0.06 at 23.86 with 87,710 shares trading hands.