| Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On September 6, 2018, Cheniere Energy Partners, L.P. (the “Partnership”) and each of Cheniere Energy Investments, LLC, Sabine PassLNG-GP, LLC, Sabine PassLNG-LP, LLC, Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P. and Cheniere Pipeline GP Interests, LLC (the “Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $1.1 billion aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Notes”).
The Purchase Agreement contains customary representations, warranties and agreements by the Partnership and customary conditions to closing and indemnification obligations of the Partnership 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.
On September 11, 2018 (the “Issue Date”), the Partnership 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.
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 Partnership in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions.
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 and The Bank of New York Mellon, as Trustee under the Indenture (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of the Issue Date, between the Partnership, the Guarantors and the Trustee, relating to the Notes (the “Second Supplemental Indenture”). The Base Indenture as supplemented by the Second Supplemental Indenture is referred to herein as the “Notes Indenture.”
Under the terms of the Second Supplemental Indenture, the Notes will mature on October 1, 2026 and will accrue interest at a rate equal to 5.625% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on April 1 and October 1 of each year, beginning on April 1, 2019.
The Notes are the Partnership’s senior obligations, ranking equally in right of payment with the Partnership’s other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Notes are unconditionally guaranteed by each of the Partnership’s subsidiaries in existence on the Issue Date (including, for the avoidance of doubt, Sabine Pass LNG, L.P. and Cheniere Creole Trail Pipeline, L.P.), with the exception of Sabine Pass Liquefaction, LLC and, following the application of the proceeds of this offering, Sabine PassLNG-LP, LLC.
As a result of the application of the proceeds from this Notes offering, immediately following closing, the Security Requirement Period (as defined below) was no longer in effect and, accordingly, the Note Obligations became unsecured. For as long as a Security Requirement Period is not in effect, the Notes will remain unsecured senior obligations of the Partnership. During any Security Requirement Period, the Notes will be senior obligations of the Partnership and will be secured on a first-priority basis by a lien on the Collateral (as defined below), subject to certain liens permitted under the Notes Indenture, which liens are intended to bepari passuwith the liens securing the 2016 CQP Credit Facilities.
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