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Cheniere Announces Pricing of $1.5 Billion Senior Notes due 2034

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Cheniere Energy, Inc. announces the pricing of its Senior Notes due 2034 at a 5.650% interest rate to retire existing debt, aiming to raise funds through the offering. The offering is expected to close on March 19, 2024, with the intention of using the proceeds to repay a portion of the senior secured notes due 2025.
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The pricing of Cheniere Energy's Senior Notes due 2034 is a strategic financial move, indicative of the company's capital structure management. The interest rate of 5.650% is a critical figure for investors, as it reflects the cost of borrowing for Cheniere and impacts the company's interest expense and net income. Given the issuance slightly below par at 99.789%, investors should note the implicit yield-to-maturity will be slightly higher than the coupon rate, which could affect the attractiveness of the notes to fixed-income investors.

Additionally, the use of proceeds to retire existing debt is a common tactic to manage debt maturities and interest costs. The retirement of the CCH 2025 Notes could potentially improve the company's credit profile by extending the maturity of its debt and reducing near-term repayment obligations. However, investors should evaluate the new debt's terms relative to the existing debt to assess the impact on the company's financial flexibility and overall risk profile.

Cheniere's decision to issue new senior notes and the subsequent retirement of older debt is reflective of broader market trends where companies are taking advantage of current interest rates to refinance existing debt. It is important to assess the market's reception of the new issuance, which can be gauged through the demand and subsequent trading performance of the 2034 Notes post-issuance. The fact that the offering is not registered under the Securities Act and is subject to an exemption suggests a targeted approach to sophisticated investors, which could influence the liquidity and secondary market for these notes.

Furthermore, the pari passu ranking of the new notes with existing senior notes indicates that the new debt will not be subordinated, preserving the rights of new investors relative to existing creditors. This could reassure potential investors about the security of their investment. The impact on Cheniere's stock may be nuanced, as debt restructuring can be viewed positively if it leads to interest savings and improved financial health, or negatively if it is perceived as a sign of financial stress.

The legal considerations surrounding the issuance of the Cheniere 2034 Notes are significant, particularly because the offer has not been registered under the Securities Act. This necessitates compliance with an applicable exemption, which typically involves restrictions on the type of investor that can participate. The limited pool of investors may affect the pricing and terms of the notes, as well as the company's obligations under securities laws.

Moreover, the explicit statement that the press release does not constitute an offer to purchase or a solicitation of an offer to sell the CCH 2025 Notes is a precautionary disclosure to comply with securities regulations and avoid implications of a tender offer. Investors should be aware of the legal framework governing the offering, including the indenture's terms, which will define the rights and obligations of the note holders and the issuer. The legal structure of the debt issuance can have implications for the company's operational flexibility and the enforceability of investor rights.

HOUSTON--(BUSINESS WIRE)-- Cheniere Energy, Inc. (“Cheniere”) (NYSE: LNG) today announced that it has priced its previously announced offering of Senior Notes due 2034 (the “Cheniere 2034 Notes”). The Cheniere 2034 Notes will bear interest at a rate of 5.650% per annum. The Cheniere 2034 Notes will be issued at 99.789% of par and will mature on April 15, 2034. The closing of the offering is expected to occur on March 19, 2024.

Cheniere intends to use the proceeds from the offering to retire all or a portion of the approximately $1.5 billion outstanding aggregate principal amount of Cheniere Corpus Christi Holdings, LLC’s senior secured notes due 2025 (the “CCH 2025 Notes”). This press release does not constitute an offer to purchase or a solicitation of an offer to sell the CCH 2025 Notes or a notice of redemption under the indenture governing the CCH 2025 Notes. The Cheniere 2034 Notes will rank pari passu in right of payment with existing senior notes at Cheniere, including the senior notes due 2028.

The offer of the Cheniere 2034 Notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the Cheniere 2034 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 or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, (i) statements regarding Cheniere’s financial and operational guidance, business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding regulatory authorization and approval expectations, (iii) statements expressing beliefs and expectations regarding the development of Cheniere’s LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of third-parties, (v) statements regarding potential financing arrangements, (vi) statements regarding future discussions and entry into contracts, and (vii) statements relating to Cheniere’s capital deployment, including intent, ability, extent, and timing of capital expenditures, debt repayment, dividends, share repurchases and execution on the capital allocation plan. Although Cheniere 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’s 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’s 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 does not assume a duty to update these forward-looking statements.

Cheniere Energy, Inc.

Investors

Randy Bhatia 713-375-5479

Frances Smith 713-375-5753

Media Relations

Eben Burnham-Snyder 713-375-5764

Bernardo Fallas 713-375-5593

Source: Cheniere Energy, Inc.

FAQ

What is the interest rate on the Cheniere 2034 Notes?

The Cheniere 2034 Notes will bear interest at a rate of 5.650% per annum.

When will the Cheniere 2034 Notes mature?

The Cheniere 2034 Notes will mature on April 15, 2034.

What is the expected closing date of the offering?

The closing of the offering is expected to occur on March 19, 2024.

What will Cheniere do with the proceeds from the offering?

Cheniere intends to use the proceeds to retire all or a portion of the outstanding aggregate principal amount of Cheniere Corpus Christi Holdings, LLC’s senior secured notes due 2025.

Are the Cheniere 2034 Notes registered under the Securities Act of 1933?

The offer of the Cheniere 2034 Notes has not been registered under the Securities Act of 1933.

Cheniere Energy Inc

NYSE:LNG

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