Cheniere Announces Pricing of Cash Tender Offer for the Cheniere Corpus Christi Holdings, LLC 7.000% Senior Secured Notes due 2024

Rhea-AI Summary

Cheniere Energy (NYSE American: LNG) has announced a cash tender offer to buy back all $1.25 billion of its 7.000% Senior Secured Notes due 2024. The offer includes a total consideration of $1,017.67 per $1,000 note, calculated based on a reference yield of 4.740% from U.S. Treasury securities. The tender offer expires today, December 9, 2022, at 5:00 p.m. New York time, unless extended. Holders must tender their notes before the expiration to receive payment, including accrued interest.

Positive

• The offer to buy back $1.25 billion in notes could reduce future interest obligations.

Negative

• None.

HOUSTON--(BUSINESS WIRE)-- Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) announced today the pricing of its cash tender offer to purchase any and all of the $1.25 billion aggregate principal amount of the outstanding 7.000% Senior Secured Notes due 2024 (the “Notes”) issued by Cheniere Corpus Christi Holdings, LLC (“CCH”) on the terms set forth in the table below. The table below sets forth the applicable Reference Yield and Consideration for the Notes, as calculated at 11:00 a.m., New York City time, today, December 9, 2022, in accordance with the Offer to Purchase.

Series of Notes(1)	CUSIP Numbers	Aggregate Principal Amount Outstanding	U.S. Treasury Reference Security	Reference Yield	Bloomberg Reference Page	Fixed Spread	Total Consideration(2)
7.000% Senior Secured Notes due 2024	16412X AD7, 16412X AA3	$1,250,000,000	0.75% UST due December 31, 2023	4.740%	PX4	50.0 bps	$1,017.67

⁽¹⁾ The issuer of the Notes is CCH, which is a wholly-owned subsidiary of Cheniere.

⁽²⁾ Per $1,000 principal amount of Notes validly tendered, and not validly withdrawn and accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below), at or prior to the Expiration Date (as defined below) for the tender offer; excludes the accrued interest to be payable on the Notes and assumes a settlement date of December 14, 2022.

The tender offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated December 5, 2022. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offer. The tender offer is not conditioned on any minimum amount of Notes being tendered. Subject to applicable law, Cheniere may amend, extend or terminate the tender offer in its sole discretion. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The tender offer will expire at 5:00 p.m., New York City time, today, December 9, 2022, unless extended or terminated by Cheniere (such time and date, as the same may be extended or terminated by Cheniere in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly withdrawn, unless otherwise required by applicable law.

Holders of Notes must validly tender and not validly withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive the Consideration. 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 settlement date, which is expected to be on or about December 14, 2022.

For holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase and Notice of Guaranteed Delivery, the deadline to validly tender Notes using the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures) will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on December 13, 2022.

Cheniere has retained BofA Securities to act as the dealer manager and D.F. King & Co., Inc. to act as the tender and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities at (980) 388 3646, (888) 292 0070, or debt_advisory@bofa.com. Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (888) 280-6942 (all others, toll-free) or email cheniere@dfking.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: www.dfking.com/cheniere.

This press release is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

None of Cheniere, the tender and information agent, the dealer manager or the trustee (nor any of their respective directors, officers, employees or affiliates) makes any recommendation as to whether holders should tender their Notes pursuant to the tender offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

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, statements regarding Cheniere’s business strategy, plans and objectives, including statements regarding the intended conduct, timing and terms of the tender offer, related financing plans and any future actions by Cheniere in respect of the Notes. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221209005434/en/

Cheniere Contacts

Investors

Randy Bhatia, 713-375-5479

Frances Smith, 713-375-5753

Media Relations

Eben Burnham-Snyder, 713-375-5764

Phil West, 713-375-5586

Source: Cheniere Energy, Inc.

FAQ

What is the purpose of Cheniere's cash tender offer for LNG notes?

Cheniere's cash tender offer aims to repurchase its 7.000% Senior Secured Notes due 2024 to reduce future interest obligations.

What is the total consideration offered for Cheniere's Notes?

The total consideration offered for Cheniere's 7.000% Senior Secured Notes due 2024 is $1,017.67 per $1,000 principal amount.

When does Cheniere's tender offer for its Senior Secured Notes expire?

Cheniere's tender offer for its Senior Secured Notes expires today, December 9, 2022, at 5:00 p.m. New York time.

What is the reference yield for Cheniere's tender offer?

The reference yield for Cheniere's tender offer is 4.740%.