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Form 8-K Cheniere Energy Partners For: Feb 26

February 26, 2015 8:23 AM EST


 
 
 
 
 


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): February 26, 2015
Commission File No. 001-36234
Cheniere Energy Partners LP Holdings, LLC
(Exact name of registrant as specified in its charter)

Delaware
36-4767730
(State or other jurisdiction of incorporation or organization)
(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 February 26, 2015, Cheniere Energy Partners, L.P. issued a press release announcing that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC, intends to offer, subject to market and other conditions, $1.0 billion aggregate principal amount of Senior Secured Notes due 2025. 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 February 26, 2015.
________________________
* 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 PARTNERS LP HOLDINGS, LLC
 
 
 
 
 
 
Date: February 26, 2015
 
By:
/s/ Michael J. Wortley
 
 
 
Name:
Michael J. Wortley
 
 
 
Title:
Chief Financial Officer
 
 
 
 
 







EXHIBIT INDEX

Exhibit
 
Number
Description
99.1*
Press release, dated February 26, 2015.
_______________
*Furnished herewith








EXHIBIT 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Announces Offering of $1.0 Billion Senior Secured Notes due 2025 by Sabine Pass Liquefaction

Houston, Texas - February 26, 2015 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP) announced today that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC (“Sabine Pass Liquefaction”), intends to offer, subject to market and other conditions, $1.0 billion principal amount of Senior Secured Notes due 2025 (the “SPL 2025 Notes”).
Sabine Pass Liquefaction intends to use the net proceeds from the offering to pay capital costs in connection with the construction of the first four liquefaction trains at its facility in Cameron Parish, Louisiana and to pay fees and expenses associated with the offering. In connection with the offering, Sabine Pass Liquefaction will reduce commitments on a ratable basis under its four credit facilities totaling approximately $2.7 billion (collectively, the “2013 Liquefaction Credit Facilities”). The SPL 2025 Notes will rank pari passu in right of payment with all existing and future senior secured indebtedness of Sabine Pass Liquefaction, including borrowings under the 2013 Liquefaction Credit Facilities, its outstanding senior secured notes due 2021, senior secured notes due 2022, senior secured notes due 2023, and senior secured notes due 2024 and its obligations under the senior letter of credit and reimbursement agreement.
The offer of the SPL 2025 Notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the SPL 2025 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” 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 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, Christina Burke: 713-375-5104
Media: Faith Parker: 713-375-5663






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