| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 21, 2023 (the “Issue Date”), Cheniere Energy Partners, L.P. (the “Partnership”) closed the sale of its previously announced offering of $1.4 billion aggregate principal amount of 5.950% Senior Notes due 2033 (the “Notes”). 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.
Eighth Supplemental Indenture
The Notes were issued on the Issue Date pursuant to the indenture, dated as of September 18, 2017 (the “Base Indenture”), by and among the Partnership, the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the eighth supplemental indenture, dated as of the Issue Date, among the Partnership, the Guarantors and the Trustee, relating to the Notes (the “Eighth Supplemental Indenture”). The Base Indenture as supplemented by the Eighth Supplemental Indenture is referred to herein as the “Notes Indenture.”
Under the terms of the Eighth Supplemental Indenture, the Notes will mature on June 30, 2033 and will accrue interest at a rate equal to 5.950% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on June 30 and December 30 of each year, beginning on December 30, 2023.
The Notes are the Partnership’s senior unsecured obligations, ranking equally in right of payment with the Partnership’s other existing and future unsubordinated debt and senior in right of payment to any of its future subordinated debt. The Notes are unconditionally guaranteed by each of the Partnership’s current and future subsidiaries that guarantee the Partnership’s revolving credit facility from time to time.
At any time or from time to time prior to December 30, 2032 (the “Par Call Date”), the Partnership may, at its option, redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) a specified make-whole redemption price set forth in the Eighth Supplemental Indenture, in either case plus accrued and unpaid interest to the redemption date. On and after the Par Call Date, the Partnership may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date.
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, enter into sale-leaseback transactions and 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 Eighth Supplemental Indenture is qualified in its entirety by reference to the full text of the Eighth 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 September 18, 2017, 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 issuance of the Notes, the Partnership, the Guarantors and Morgan Stanley & Co. LLC, as representative of the initial purchasers, entered into a Registration Rights Agreement dated the Issue Date (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Partnership and the Guarantors have agreed 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 the Partnership issued under the Notes
