0001383650-13-000103.txt : 20131119 0001383650-13-000103.hdr.sgml : 20131119 20131118195516 ACCESSION NUMBER: 0001383650-13-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131118 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131119 DATE AS OF CHANGE: 20131118 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: 131228269 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 cqp2013form8knovpricing.htm 8-K CQP 2013 Form 8K Nov Pricing


 
 
 
 
 

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):  November 18, 2013
 
 
 
 
 
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):
£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£    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 November 18, 2013, Cheniere Energy Partners, L.P. issued a press release announcing that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC, has priced its previously announced offering of Senior Secured Notes due 2022. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information included in this Item 7.01 of this Current Report on Form 8-K 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
 
Number
Description
99.1*
Press release, dated November 18, 2013.
________________________
* 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.
 
 
 
 
 
 
By:
CHENIERE ENERGY PARTNERS GP, LLC,
 
 
 
its general partner
 
 
 
 
Date: November 18, 2013
 
By:
/s/ H. Davis Thames
 
 
Name:
H. Davis Thames
 
 
Title:
Senior Vice President and
 
 
 
Chief Financial Officer







EXHIBIT INDEX
Exhibit
 
Number
Description
99.1*
Press release, dated November 18, 2013.
________________________
* Furnished herewith.



EX-99.1 2 cqp2013form8knovpricingex9.htm EXHIBIT 99.1 CQP 2013 Form 8K Nov Pricing Ex 99.1


EXHIBIT 99.1

CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE

Cheniere Partners Announces Pricing of $1.0 Billion Senior Secured Notes Offering by Sabine Pass Liquefaction
Houston, Texas - November 18, 2013 - Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE MKT: CQP) announced today that its wholly owned subsidiary, Sabine Pass Liquefaction, LLC ("Sabine Liquefaction"), has priced its previously announced offering of Senior Secured Notes due 2022 (“SPL 2022 Notes”). The SPL 2022 Notes will bear interest at a rate of 6.25% per annum and will mature on March 15, 2022. The SPL 2022 Notes are priced at par. The closing of the offering is expected to occur on November 25, 2013.
Sabine Liquefaction intends to use the net proceeds from the offering to pay capital costs in connection with the construction of the first four liquefaction trains at its facility in Cameron Parish, Louisiana and fees and expenses incurred associated with the offering. The net proceeds will be used to reduce commitments on a ratable basis under Sabine Liquefaction’s four credit facilities totaling $5.9 billion (collectively, the "2013 Liquefaction Credit Facilities"). The SPL 2022 Notes are pari passu in right of payment with all existing and future senior indebtedness of Sabine Liquefaction, including borrowings under the 2013 Liquefaction Credit Facilities and its outstanding senior secured notes due 2021 and 2023.
The offer of the SPL 2022 Notes has not been registered under the Securities Act of 1933, as amended (the "Securities Act") and the SPL 2022 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