Cheniere Partners Announces Upsize in Previously Announced Tender Offer

Rhea-AI Summary

Cheniere Energy Partners (NYSE American: CQP) has amended its tender offer for its 5.250% Notes due 2025 by removing the tender cap and extending the offer to purchase all outstanding $1.5 billion of these Notes. The expected early settlement date is March 11, 2021. In conjunction, the company is seeking consents to amend the indenture, aiming to reduce the minimum notice period for redemption. Holders who have already tendered their Notes do not need to re-tender. The offer expires on March 24, 2021, unless extended.

Positive

• Amended tender offer removes the tender cap, allowing for all outstanding Notes to be purchased.
• The tender offer facilitates potential liquidity and financial restructuring for Cheniere Partners.

Negative

• The tender offer is contingent on Cheniere Partners raising at least $1.5 billion in financing, which poses uncertainty.
• Investors may be concerned about the company’s dependency on external financing to proceed with the offer.

Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) announced today that it has amended its earlier announced tender offer and consent solicitation in respect of its 5.250% Notes due 2025 (the “Notes”) to eliminate the tender cap and extend the offer to purchase any and all of the outstanding $1,500,000,000 aggregate principal amount of the Notes. Cheniere Partners currently expects the early settlement date, if any, to occur on March 11, 2021.

In the tender offer, Cheniere Partners is offering to purchase any and all outstanding Notes upon the terms and conditions set forth in the related Offer to Purchase and Consent Solicitation Statement. In connection with the tender offer, Cheniere Partners is soliciting consents from holders of the Notes to amend the indenture with respect to the Notes to reduce the minimum notice period to optionally redeem the Notes (the “Proposed Amendment”). Holders of the Notes are urged to carefully read the Offer to Purchase and Consent Solicitation Statement, which sets forth a more detailed description of the tender offer, before making any decision with respect to the tender offer.

Holders who have already validly tendered (and not validly withdrawn) their Notes do not need to re-tender their Notes. The table below sets forth certain information regarding the Notes and the tender offer.

	Series of Notes	CUSIP Numbers	Aggregate Principal Amount Outstanding	Tender Consideration(1)	Early Tender Premium(2)	Total Consideration (1)(2)
	5.250% Notes due 2025	16411QAB7 U16353AA9	$1,500,000,000	$977.27	$50.00	$1,027.27

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(1)	Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by Cheniere Partners. Excludes accrued and unpaid interest, which will be paid on Notes accepted for purchase by Cheniere Partners as described below.
(2)	Includes the $50.00 early tender premium for Notes validly tendered at or prior to the Early Tender Deadline (as defined below) (and not validly withdrawn) and accepted for purchase by us.

Cheniere Partners will not be obligated to accept for purchase any Notes pursuant to the tender offer unless certain conditions are satisfied or waived by Cheniere Partners, including (1) entry by Cheniere Partners at or prior to the Expiration Date (as defined below) (or Early Tender Deadline, if Cheniere Partners elects to have an early settlement) into a definitive contract providing for the receipt by Cheniere Partners, on terms satisfactory to it in its sole discretion subject to applicable law, of a minimum of $1,500,000,000 in gross proceeds from one or more debt financings and (2) the receipt by Cheniere Partners at or prior to the final settlement date (or early settlement date, if Cheniere Partners elects to have an early settlement) of a minimum of $1,500,000,000 in gross proceeds from one or more debt financings upon fulfillment of customary conditions. The tender offer is not conditioned on any minimum amount of Notes being tendered or receipt of requisite consents to adopt the proposed amendments. Subject to applicable law, Cheniere Partners may amend, extend or terminate the tender offer in its sole discretion.

The tender offer and consent solicitation is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated February 25, 2021, as amended by this press release. Holders of the Notes are urged to carefully read the Offer to Purchase and Consent Solicitation Statement before making any decision with respect to the tender offer and consent solicitation.

The tender offer and consent solicitation will expire at 12:01 a.m., New York City time, on March 24, 2021, unless extended, earlier expired or terminated by Cheniere Partners (such time and date, as the same may be extended, earlier expired or terminated by Cheniere Partners in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn and consents delivered may be revoked at or prior to 5:00 p.m., New York City time, on March 10, 2021 by following the procedures in the Offer to Purchase and Consent Solicitation Statement, but may not thereafter be validly withdrawn and validly revoked, except as provided for in the Offer to Purchase and Consent Solicitation Statement or required by applicable law.

Holders of Notes must validly tender and not validly withdraw their Notes and validly deliver and not validly revoke their consents at or prior to 5:00 p.m., New York City time, on March 10, 2021 (such time and date, as the same may be extended by Cheniere Partners in its sole discretion, subject to applicable law, the “Early Tender Deadline”) in order to be eligible to receive the total consideration, which includes the early tender premium for the Notes of $1,027.27 per $1,000 principal amount of Notes tendered. Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the tender consideration, as set forth in the table above. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the applicable settlement date.

Cheniere Partners reserves the right, but is under no obligation, at any time after the Early Tender Deadline and before the Expiration Date, to accept for purchase Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on the early settlement date. If Cheniere Partners chooses to exercise its option to have an early settlement date, Chenier

FAQ

What is the current status of Cheniere Partners' tender offer for CQP Notes?

Cheniere Partners has amended its tender offer to purchase any and all of its 5.250% Notes due 2025 without a tender cap.

What is the deadline for the tender offer from Cheniere Partners?

The tender offer expires on March 24, 2021, unless extended.

What are the financial implications of the tender offer for Cheniere Partners (CQP)?

The tender offer is contingent on raising $1.5 billion in financing, which introduces uncertainty regarding the company's capital structure.