Item 1.01 Entry into a Material Definitive Agreement.
Twelfth Supplemental Indenture
On November 14, 2022, Sabine Pass Liquefaction, LLC, a Delaware limited
liability company ("SPL"), and a wholly owned subsidiary of Cheniere Energy
Partners, L.P. (the "Partnership"), entered into a Purchase Agreement (the
"Purchase Agreement") with Goldman Sachs & Co. LLC, as representative of the
initial purchasers named therein (the "Initial Purchasers"), to issue and sell
to the Initial Purchasers $430,000,000 aggregate principal amount of its 5.900%
Senior Secured Amortizing Notes due 2037 (the "Notes"). The Notes were issued at
a price equal to 99.856% of par.
On November 29, 2022 (the "Issue Date"), SPL closed the sale of the Notes
pursuant 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.
The Notes were issued on the Issue Date pursuant to the indenture, dated as of
February 1, 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 September 19, 2016 (the "Eighth Supplemental
Indenture"), and a twelfth supplemental indenture, dated as of the Issue Date,
between SPL and the Trustee, relating to the Notes (the "Twelfth Supplemental
Indenture"). The Base Indenture as supplemented by the Eighth Supplemental
Indenture and the Twelfth Supplemental Indenture is referred to herein as the
"Notes Indenture."
Under the terms of the Twelfth Supplemental Indenture, the Notes will mature on
September 15, 2037 and will accrue interest at a rate equal to 5.900% per annum
on the principal amount from the Issue Date, with such interest payable
semi-annually, in cash in arrears, on March 15 and September 15 of each year,
beginning on March 15, 2023. The Notes are fully amortizing, with a weighted
average life of approximately 9.5 years (from the date of issuance of the Notes)
and amortization payments delayed until September 15, 2025.
The Notes are senior secured obligations of SPL and rank senior in right of
payment to any and all of SPL's future indebtedness that is subordinated in
right of payment to the Notes and equal in right of payment with all of SPL's
existing and future indebtedness (including all obligations under SPL's senior
working capital revolving credit and letter of credit reimbursement agreement
and all of SPL's outstanding senior secured notes) that is senior and secured by
the same collateral securing the Notes. The Notes are effectively senior to all
of SPL's 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 SPL's 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 March 15, 2037, SPL may redeem all or
a part of the Notes, at a redemption price equal to the "make-whole" price set
forth in the Twelfth Supplemental Indenture, plus accrued and unpaid interest,
if any, to the date of redemption. SPL also may at any time on or after
March 15, 2037, redeem the Notes, in whole or in part, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest, if any, to the date of redemption.
General
The Notes Indenture also contains customary terms and events of default and
certain covenants that, among other things, limit SPL's ability and the ability
of SPL's 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 SPL's 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 SPL's 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 Twelfth Supplemental Indenture is qualified in
its entirety by reference to the full text of the Twelfth 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
2
--------------------------------------------------------------------------------
herein. A copy of the Base Indenture was filed as Exhibit 4.1 to the Current
Report dated February 4, 2013, filed by the Partnership 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 the Partnership on Form 8-K. Any capitalized
terms used herein and not otherwise defined have the meaning ascribed to them in
the Notes Indenture.
Registration Rights Agreement
In connection with the closing of the sale of the Notes, SPL and Goldman Sachs &
Co. LLC, 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.
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 is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
4.1* Twelfth Supplemental Indenture, dated as of November 29, 2022,
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 SPL's Current Report on Form 8-K (SEC File
No. 333-192373), filed on November 29, 2022).
10.1* Registration Rights Agreement, dated as of November 29, 2022,
between Sabine Pass Liquefaction, LLC and Goldman Sachs & Co. LLC
(incorporated by reference to Exhibit 10.1 to SPL's Current Report on
Form 8-K (SEC File No. 333-192373), filed on November 29, 2022).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Incorporated herein by reference.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses