0001383650-12-000122.txt : 20121001 0001383650-12-000122.hdr.sgml : 20121001 20121001082840 ACCESSION NUMBER: 0001383650-12-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121001 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121001 DATE AS OF CHANGE: 20121001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cheniere Energy Partners, L.P. CENTRAL INDEX KEY: 0001383650 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 205913059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 121118355 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 375-5000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 cqp8-k420milionnotesofferi.htm 8-K CQP 8-K $420 milion Notes Offering


 
 
 
 
 


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): October 1, 2012
CHENIERE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
1-33366
20-5913059
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
700 Milam Street
Suite 800
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 October 1, 2012, Cheniere Energy Partners, L.P. issued a press release announcing that its wholly owned subsidiary, Sabine Pass LNG, L.P. intends to offer, subject to market and other conditions, $420 million principal amount of Senior Secured Notes due 2020. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information presented herein under this Item 7.01 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 No.
Description
 
 
99.1*
Press release, dated October 1, 2012.
_______________
* 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, L.P.
 
 
 
 
 
 
Date: October 1, 2012
 
By:
CHENIERE ENERGY PARTNERS GP, LLC,
 
 
 
 
its general partner
 
 
 
 
 
 
 
 
By:
/s/ Meg A. Gentle
 
 
 
Name:
Meg A. Gentle
 
 
 
Title:
Senior Vice President and
 
 
 
 
Chief Financial Officer







EXHIBIT INDEX

Exhibit No.
Description
 
 
99.1*
Press release, dated October 1, 2012.
_______________
* Furnished herewith.




EX-99.1 2 cqpexhibit991420millionnot.htm EXHIBIT 99.1 CQP Exhibit 99.1 $420 million Note Offering

EXHIBIT 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE
Cheniere Partners Announces Offering of $420 Million Senior Secured Notes due 2020 by Sabine Pass LNG
Houston, Texas - October 1, 2012 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP) announced today that its wholly owned subsidiary, Sabine Pass LNG, L.P. (“SPLNG” or “Sabine Pass LNG”), intends to offer, subject to market and other conditions, $420 million principal amount of Senior Secured Notes due 2020 (“2020 Notes”).
SPLNG intends to use the net proceeds from the offering along with net proceeds of up to approximately $194 million from the recently closed equity offering of Cheniere Partners' common units to fund the concurrent tender offer for its 7.25% Senior Secured Notes due 2013.
The 2020 Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The offer of the 2020 Notes will be made only by means of an offering circular to qualified investors and has not been registered under the Securities Act, and the 2020 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: Christina Burke: 713-375-5104, Nancy Bui: 713-375-5280
Media: Diane Haggard: 713-375-5259