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Form 8-K Cheniere Energy Partners For: Sep 06

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September 6, 2018 7:19 AM EDT


 
 
 
 
 
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 6, 2018

Cheniere Energy Partners LP Holdings, LLC
(Exact name of registrant as specified in its charter)

Delaware
001-36234
36-4767730
(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)
 
 
 
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:
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))
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 Exchange Act. ¨
 
 
 
 
 





Item 7.01.       Regulation FD Disclosure.
 
On September 6, 2018, Cheniere Energy Partners, L.P. issued a press release announcing that it intends to offer, subject to market and other conditions, $1.1 billion aggregate principal amount of Senior Notes due 2026. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.

d)    Exhibits
Exhibit
 
Number
Description
99.1*
________________________
* 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: September 6, 2018
 
By:
/s/ Michael J. Wortley
 
 
 
Name:
Michael J. Wortley
 
 
 
Title:
Chief Financial Officer
 
 
 
 
 










EXHIBIT 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Announces Offering of $1.1 Billion Senior Notes due 2026
Houston, Texas - September 6, 2018 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) announced today that it intends to offer, subject to market and other conditions, $1.1 billion principal amount of Senior Notes due 2026 (the “CQP 2026 Notes”).
Cheniere Partners intends to use the net proceeds from the offering, after deducting the initial purchasers’ discounts and commissions and estimated fees and expenses related to the CQP 2026 Notes, to prepay all of the outstanding term loans of approximately $1.1 billion under its senior secured credit facilities due 2020 (the “CQP Credit Facilities”). After applying the proceeds from this offering, only a $115 million working capital facility, which is currently undrawn, will remain as part of the CQP Credit Facilities, and both the CQP 2026 Notes and Cheniere Partners’ outstanding senior notes due 2025 will become unsecured.
The offer of the CQP 2026 Notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the CQP 2026 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 or present facts or conditions, 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
Cheniere Energy Partners, L.P.
Investors
 
Randy Bhatia
713-375-5479
Megan Light
713-375-5492
or
 
Media Relations
 
Eben Burnham-Snyder
713-375-5764




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