Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On November 14, 2022, Sabine Pass Liquefaction, LLC, a Delaware limited
liability company (the "Company"), 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. The Purchase Agreement contains
customary representations, warranties and agreements by the Company and
customary conditions to closing and indemnification obligations of the Company
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 from time to time,
and may provide in the future, certain investment and commercial banking and
financial advisory services to the Company, the Partnership and Cheniere Energy,
Inc. in the ordinary course of business, for which they have received and may
continue to receive customary fees and commissions.
Item 7.01 Regulation FD Disclosure.
On November 14, 2022, the Partnership issued a press release announcing that the
Company intended to offer, subject to market and other conditions, the Notes. A
copy of the press release is attached as Exhibit 99.1 to this report and
incorporated herein by reference.
On November 14, 2022, the Partnership issued a press release announcing that the
Company priced its previously announced offering of Notes. A copy of the press
release is attached as Exhibit 99.2 to this report and incorporated herein by
reference.
The Company issued an irrevocable notice of redemption on November 14, 2022 for
$500 million in aggregate principal amount outstanding of the Company's 5.625%
Senior Secured Notes due 2023 (the "2023 SPL Notes") in accordance with the
terms of the indenture governing the 2023 SPL Notes, which provides for a
redemption price equal to the greater of (1) 100% of the principal amount of
such 2023 SPL Notes and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on such 2023 SPL Notes from the
redemption date to January 15, 2023 (not including any portion of such payments
of interest accrued as of the redemption date) discounted back to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as such term is defined in the Indenture) plus 50
basis points. The Company intends to fund the redemption with the proceeds from
the sale of the Notes and cash on hand.
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. The foregoing does not constitute a notice of redemption with respect
to the 2023 SPL Notes.
The information contained in this Item 7.01 of this Current Report on Form 8-K
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
1.1* Purchase Agreement, dated as of November 14, 2022, between Sabine
Pass Liquefaction, LLC and Goldman Sachs & Co. LLC (incorporated by
reference to Exhibit 1.1 to the Company's Current Report on Form 8-K
(SEC File No. 333-192373), filed on November 15, 2022).
99.1* Press Release, dated November 14, 2022, entitled "Cheniere Partners
Announces Offering of Senior Secured Amortizing Notes due 2037 by
Sabine Pass Liquefaction, LLC" (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K (SEC File No.
333-192373), filed on November 15, 2022).
99.2* Press Release, dated November 14, 2022, entitled "Cheniere Partners
Announces Pricing of $430 Million Senior Secured Amortizing Notes due
2037 by Sabine Pass Liquefaction, LLC" (incorporated by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K (SEC File No.
333-192373), filed on November 15, 2022).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Incorporated herein by reference.
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