Holders of Notes must validly tender and not validly withdraw their Notes and validly deliver and not validly revoke their consents at or prior to 5:00 p.m., New York City time, on March 10, 2021 (such time and date, as the same may be extended by Cheniere Partners in its sole discretion, subject to applicable law, the “Early Tender Deadline”) in order to be eligible to receive the total consideration, which includes the early tender premium for the Notes of $1,027.27 per $1,000 principal amount of Notes tendered. Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the tender consideration, as set forth in the table above. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the applicable settlement date.
If purchasing all of the validly tendered and not validly withdrawn Notes on the applicable settlement date would cause the tender cap to be exceeded on such settlement date, Cheniere Partners will accept for purchase such Notes on a pro rata basis, so as to not exceed the tender cap (with adjustments to avoid the purchase of Notes in a principal amount other than in integral multiples of $1,000 or the return to any holders of an amount less than the minimum denomination).
If proration of the tendered Notes is required, Cheniere Partners will determine the final proration factor as soon as practicable after the Early Tender Deadline or the Expiration Date, as applicable, and after giving effect to any increase or decrease in, or elimination of, the tender cap (which Cheniere Partners reserves the right, but is under no obligation, to do at any time without extending the withdrawal deadline, subject to applicable law). In the event that Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) are subject to proration, the consents related to such Notes will be null and void and the requisite consents will be deemed not to have been obtained with respect to the Notes. As a result, the supplemental indenture will not be executed until after it has been determined whether Notes validly tendered at or prior to the Early Tender Deadline (and not validly withdrawn) will be subject to proration. In the event that Notes validly tendered after the Early Tender Deadline and prior to the Expiration Date (and not validly withdrawn) are subject to proration, the consents related to such Notes will remain effective (and proration of Notes validly tendered after the Early Tender Deadline will not affect the validity of the consents related to Notes tendered prior to the Early Tender Deadline).
Cheniere Partners reserves the right, but is under no obligation, at any time after the Early Tender Deadline and before the Expiration Date, to accept for purchase Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on the early settlement date. Cheniere Partners currently expects the early settlement date, if any, to occur on March 12, 2021. If Cheniere Partners chooses to exercise its option to have an early settlement date, Cheniere Partners will purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, subject to the tender cap and all conditions to the tender offer having been satisfied or waived by Cheniere Partners, on a date following the Expiration Date. The final settlement date is expected to occur promptly following the Expiration Date, and is currently expected to occur on March 25, 2021, unless extended by Cheniere Partners. If Cheniere Partners chooses not to exercise its option to have an early settlement date, Cheniere Partners will purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, subject to the tender cap and all conditions to the tender offer having been satisfied or waived by Cheniere Partners, on the final settlement date. Tenders of Notes and delivery of consents submitted after the Expiration Date will not be valid.
Subsequent to the commencement of the tender offer and the consent solicitation and conditioned upon the receipt of the net proceeds from the Debt Financing and the lack of receipt of the requisite consents on or prior to the Early Tender Deadline, Cheniere Partners intends to issue a notice of redemption for all or a portion of the Notes that remain outstanding following the consummation or termination of the tender offer and consent solicitation. Any such redemption would be made pursuant to the existing notice period provisions in the indenture and in accordance with the terms of the indenture, as supplemented, pursuant to which the Notes were issued, which provides for a redemption price equal to 102.625% plus accrued and unpaid interest thereon to the redemption date. In addition, assuming the execution and delivery of the supplemental indenture, Cheniere Partners currently intends, in accordance with the terms and conditions of the indenture, as may be amended as a result of the Proposed Amendment, to mail a notice of redemption to the holders of any outstanding Notes on the early settlement date, if
