Form 8-K CHENIERE ENERGY INC For: Sep 19
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E-mailUNITED 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 19, 2016
CHENIERE ENERGY, INC. |
(Exact name of registrant as specified in its charter)
Delaware | 001-16383 | 95-4352386 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
700 Milam Street Suite 1900 Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (713) 375-5000 | ||
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On September 19, 2016, Cheniere Energy Partners, L.P., a subsidiary of Cheniere Energy, Inc., issued a press release announcing that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC, has upsized and priced its previously announced offering of Senior Secured Notes due 2027. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information included in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference to this Item 7.01 in such a filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit | |
Number | Description |
99.1* | Press release, dated September 19, 2016. |
________________________
* Furnished herewith.
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.
CHENIERE ENERGY, INC. | ||||
Date: September 19, 2016 | By: | /s/ Michael J. Wortley | ||
Name: | Michael J. Wortley | |||
Title: | Senior Vice President and | |||
Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit | |
Number | Description |
99.1* | Press release, dated September 19, 2016. |
________________________
* Furnished herewith.
EXHIBIT 99.1
CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE
Cheniere Partners Announces Upsize and Pricing of $1.5 Billion Senior Secured Notes due 2027 by Sabine Pass Liquefaction, LLC
Houston, Texas - September 19, 2016 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP) announced today that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC (“SPL”), has upsized and priced its previously announced offering of Senior Secured Notes due 2027 (the “SPL 2027 Notes”). The principal amount of the offering has been increased from the initially announced $1.0 billion to $1.5 billion. The SPL 2027 Notes will bear interest at a rate of 5.00% per annum and will mature on March 15, 2027. The SPL 2027 Notes are priced at par. The closing of the offering of the SPL 2027 Notes is expected to occur on September 23, 2016.
SPL intends to use the net proceeds from the offering (after deducting the initial purchasers’ commissions, estimated fees and expenses and incremental interest during construction related to the SPL 2027 Notes) to prepay all of the principal amounts currently outstanding under SPL’s credit facilities (the “2015 SPL Credit Facilities”) and pay capital costs in connection with the construction of the first five trains of its natural gas liquefaction facility currently under construction in Cameron Parish, Louisiana. In connection with the offering, SPL will reduce commitments on a ratable basis under its 2015 SPL Credit Facilities. The SPL 2027 Notes will rank pari passu in right of payment with all existing and future senior secured indebtedness of SPL, including borrowings under the 2015 SPL Credit Facilities, its outstanding senior secured notes due 2021, senior secured notes due 2022, senior secured notes due 2023, senior secured notes due 2024, senior secured notes due 2025, and senior secured notes due 2026 and its obligations under its working capital facility.
The offer of the SPL 2027 Notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the SPL 2027 Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical fact, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding Cheniere Partners’ business strategy, plans and objectives, including the use of proceeds from the offering. Although Cheniere Partners 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. Cheniere Partners’ 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 Cheniere Partners’ 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, Cheniere Partners does not assume a duty to update these forward-looking statements.
CONTACTS:
Investors: Randy Bhatia: 713-375-5479
Media: Faith Parker: 713-375-5663
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