Exhibit 99.2
LETTER TO DTC PARTICIPANTS
CHENIERE ENERGY PARTNERS, L.P.
OFFER TO EXCHANGE UP TO
$1,200,000,000 OF 3.25% SENIOR NOTES DUE 2032
(CUSIP NO. 16411Q AN1)
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
$1,200,000,000 OF 3.25% SENIOR NOTES DUE 2032
(CUSIP NOS. 16411Q AL5 AND U16353 AE1)
THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Cheniere Energy Partners, L.P., a Delaware limited partnership (the “Company”), is offering, subject to the terms and conditions set forth in its prospectus, dated (the “Prospectus”), relating to the offer (the “Exchange Offer”) of the Company to exchange up to $1,200,000,000 of its 3.25% Senior Notes due 2032 (CUSIP No. 16411Q AN1) (the “New Notes”), that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 3.25% Senior Notes due 2032 (CUSIP Nos. 16411Q AL5 and U16353 AE1) (the “Old Notes”), that have not been registered under the Securities Act. The Exchange Offer is being extended to all holders of the Old Notes in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of September 27, 2021, by and between the Company and the Initial Purchasers party thereto. The New Notes are substantially identical to the Old Notes, except that the transfer restrictions, registration rights and provisions for additional interest applicable to the Old Notes do not apply to the New Notes.
Please contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:
| 2. | a Letter of Transmittal for your use and for the information of your clients; |
| 3. | a form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and |
| 4. | return envelopes addressed to the Exchange Agent. |
Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on , unless the Exchange Offer is extended (such time and date as it may be extended, the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.
Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that:
| • | | the New Notes acquired in exchange for Old Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such New Notes whether or not such person is the undersigned; |
| • | | neither the holder of Old Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of New Notes within the meaning of the Securities Act; |