UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 13, 2021
SABINE PASS LIQUEFACTION, LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware | 333-192373 | 27-3235920 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
700 Milam Street, Suite 1900 Houston, Texas 77002 (Address of principal executive offices) (Zip Code) |
(713) 375-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐
Item 7.01 | Regulation FD Disclosure. |
On September 13, 2021, Sabine Pass Liquefaction, LLC (the “Company”), a wholly owned subsidiary of Cheniere Energy Partners, L.P. (the “Partnership”), issued a notice of partial redemption (the “Notice of Redemption”) with respect to its 6.250% senior secured notes due 2022 (the “Notes”) pursuant to the Indenture, dated as of February 1, 2013, as supplemented by a third supplemental indenture, dated as of November 25, 2013, among the Company, the guarantors party thereto and The Bank of New York Mellon, as Trustee. Pursuant to the Notice of Redemption, the Company gave holders of the Notes notice that it will redeem $318 million aggregate principal amount of the outstanding Notes on October 13, 2021 at a redemption price equal to the greater of (i) 100.0% of the principal amount of the Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes from the redemption date to December 15, 2021 (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 at the treasury rate plus 50 basis points; plus, in each case, accrued and unpaid interest on the Notes, if any, to the redemption date. Following the redemption, $682 million in aggregate principal amount of the Notes will remain outstanding. During the fourth quarter of 2021, the Company intends to redeem the remaining $682 million of the outstanding Notes. The redemption of the remaining Notes is expected to be funded via a combination of $482 million of proceeds from the issuance of a series of private placement senior secured notes (the “Private Placement Notes”) to be issued pursuant to note purchase agreements and a $200 million draw on the Partnership’s credit facility.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Notes. The Company called the Notes for redemption only by, and pursuant to the terms of, the Notice of Redemption.
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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
This press release contains certain statements that may include “forward-looking statements” within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding the Company’s and the Partnership’s financing strategy, including the redemption of the Notes, the issuance of the Private Placement Notes, and the draw on the Partnership’s credit facility. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SABINE PASS LIQUEFACTION, LLC | ||||||
Dated: September 13, 2021 | By: | /s/ Zach Davis | ||||
Name: | Zach Davis | |||||
Title: | Chief Financial Officer |