Item 1.01 Entry into a Material Definitive Agreement.
On
Sixth Supplemental Indenture
The Notes were issued on the Issue Date pursuant to the indenture, dated as of
Under the terms of the Sixth Supplemental Indenture, the Notes will mature on
The Notes are the Partnership's senior obligations, ranking equally in right of
payment with the Partnership's other existing and future unsubordinated debt and
senior to any of its future subordinated debt. The Notes are unconditionally
guaranteed by each of the Partnership's subsidiaries in existence on the Issue
Date (including, for the avoidance of doubt,
The obligations under the Partnership's senior secured credit facilities due
2024 (the "2019 CQP Credit Facilities") are secured on a first-priority basis
(subject to permitted encumbrances) with liens on (i) substantially all the
existing and future tangible and intangible assets and rights of the Partnership
and the Guarantors and equity interests in the Guarantors (except, in each case,
for certain excluded properties set forth in the 2019 CQP Credit Facilities) and
(ii) substantially all of the real property of SPLNG (except for excluded
properties referenced in the 2019 CQP Credit Facilities). The Notes will be
secured to the same extent as such obligations under our 2019 CQP Credit
Facilities are so secured in the event that the aggregate amount of secured
Indebtedness of the Partnership and the Guarantors (other than the Notes or any
other series of notes issued under the Base Indenture) outstanding at any one
time exceeds the greater of (i)
The Partnership may, at its option, redeem some or all of the Notes at any time
on or after
The Notes Indenture also contains customary terms and events of default and certain covenants that, among other things, limit the ability of the Partnership and the Guarantors to incur liens and sell assets, the ability of the Partnership and its subsidiaries to enter into transactions with affiliates, the ability of the Partnership and the Guarantors to enter into sale-
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leaseback transactions and the ability of the Partnership and the Guarantors to 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 Sixth Supplemental Indenture is qualified in
its entirety by reference to the full text of the Sixth Supplemental Indenture,
which is filed as Exhibit 4.1 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
Registration Rights Agreement
In connection with the closing of the sale of the Notes, the Partnership, the
Item 2.03 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 regarding the Notes is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
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 Notes and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number Description 4.1* Sixth Supplemental Indenture, dated as ofSeptember 27, 2021 , amongCheniere Energy Partners, L.P. , the guarantors party thereto andThe Bank of New York Mellon , as Trustee under the Indenture (incorporated by reference to Exhibit 4.1 toCheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed onSeptember 27, 2021 ). 10.1* Registration Rights Agreement, dated as ofSeptember 27, 2021 , amongCheniere Energy Partners, L.P. , the guarantors party thereto andRBC Capital Markets, LLC (incorporated by reference to Exhibit 10.1 toCheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed onSeptember 27, 2021 ). 99.1* Press Release, datedSeptember 27, 2021 entitled "Cheniere Partners Announces Early Tender Results of Cash Tender Offer and Consent Solicitation For Any and All of its 5.625% Senior Notes Due 2026 and Receipt of Requisite Consents." (incorporated by reference to Exhibit 99.1 toCheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed onSeptember 27, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Incorporated herein by reference.
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