Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On August 17, 2021, Cheniere Corpus Christi Holdings, LLC ("CCH"), an indirect, wholly-owned subsidiary of Cheniere Energy, Inc. ("Cheniere"), and CCH's 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 Morgan Stanley & Co. LLC as representative of the initial purchasers named therein (the "Initial Purchasers") to issue and sell to the Initial Purchasers $750 million aggregate principal amount of its fully amortizing 2.742% Senior Secured Notes due 2039 (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.

The sale of the Notes is not registered under the Securities Act of 1933, as amended (the "Securities Act"), and the Notes will be sold on a private placement basis in reliance on Section 4(a)(2) of the Securities Act and Rule 144A and Regulation S thereunder.

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 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




Exhibit
Number       Description

1.1*           Purchase Agreement, dated as of August 17, 2021, 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 Morgan Stanley & Co. LLC, for itself and as
             representative of the purchasers (incorporated by reference to Exhibit
             1.1 to Cheniere Corpus Christi Holdings, LLC's Current Report on Form
             8-K (SEC File No. 333-215435), filed on August 20, 2021).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)




* Incorporated by reference.

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