chart.fontFamily = 'font-family:IBM Plex Sans, Helvetica Neue, Helvetica, Roboto, Arial,sans-serif'; I consent to Verdict Media Limited collecting my details provided via this form in accordance with Privacy Policy. [CDATA[ 3.25% Senior Notes due 2032, which were issued on September27, 2021. any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock. In this prospectus, unless the context otherwise requires: Bcfe means billion cubic feet equivalent; EPC means engineering, procurement and construction; GAAP means generally accepted accounting principles in the United States; IPM agreements means integrated production marketing agreements in which the gas producer sells to us gas on a global LNG index price, less a fixed liquefaction fee, shipping and other costs. First Lien Secured Parties means (i)the Collateral Agent, (ii)the 2019 Credit Agreement Secured Parties, (iii)the Additional First Lien Secured Parties with respect to each Series of Additional First Lien Obligations, (iv)any Qualified Interest Rate Hedging Counterparties party to a Permitted Hedging Agreement and their Secured Hedge Representatives and (v)any Commodity Hedge Counterparties party to any Commodity Hedge Agreement and their Secured Hedge Representatives, in the case of clauses (iv)and (v), to the extent the applicable Secured Hedge Representative has executed and delivered the applicable Joinder Documents and in each case, except to the extent such Persons withdraw from the Intercreditor Agreement in accordance with the terms thereof. Cheniere Sees Sabine Pass Train 6 Ramping Up by End of Year Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTCs rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. As of the date of this prospectus, the Old Notes are not and the New Notes will not be secured. In general, Old Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. At the state level, changes in current state law may subject us to additional entity-level taxation by individual states. Furthermore, the notes and each Subsidiary Guarantee are effectively subordinated to any Indebtedness of CQP and the applicable Subsidiary Guarantor secured by liens permitted under the indenture to the extent of the value of the assets securing such Indebtedness (to the extent such liens do not equally and ratably secure the notes). SPL may also, at any time within three months of the respective maturity dates for each series of the SPL Senior Notes (except for the 2026 SPL Senior Notes, the 2027 SPL Senior Notes, the 2028 SPL Senior Notes, the 2030 SPL Senior Notes and the 2037 SPL Senior Notes, in which case the time period is within six months of the respective dates of maturity), redeem all or part of such series of the SPL Senior Notes at a redemption price equal to 100% of the principal amount of such series of the SPL Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. the redemption occurs within 120 days of the date of the closing of such Equity Offering. Get a D&B Hoovers Free Trial. merge or consolidate with another entity or sell all or substantially all of our assets. Cheniere Announces Substantial Completion of Train 6 at the Sabine Pass After applying the proceeds from the 2026 CQP Senior Notes, the CQP Senior Notes became unsecured. In order to ensure timely delivery of this information, any request should be made by June27, 2022, five business days prior to the expiration date of the exchange offer. let label = categoryAxis.renderer.labels.template; The CQP Senior Notes are our senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of our future subordinated debt. U.S. gas producers will have the capacity to export up to 18 million tons of LNG annually, worth about US$1.7 billion at current prices. The liens securing the New Notes, if applicable, will be shared equally and ratably (subject to permitted liens) with the holders of other senior secured obligations, which include the 2019 CQP Credit Facilities obligations and any future additional senior secured debt obligations. Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any Old Notes for any New Notes, and, as described below, may terminate the exchange offer, whether or not any Old Notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists: there shall occur a change in the current interpretation by the staff of the SEC which permits the New Notes issued pursuant to the exchange offer in exchange for Old Notes to be offered for resale, resold and otherwise transferred by the holders (other than broker-dealers and any holder which is an affiliate) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders business and such holders have no arrangement or understanding with any person to participate in the distribution of the New Notes; any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body seeking to enjoin, make illegal or delay completion of the exchange offer or otherwise relating to the exchange offer; any law, statute, rule or regulation shall have been adopted or enacted which would reasonably be expected to impair our ability to proceed with such exchange offer; a banking moratorium shall have been declared by United States federal or New York State authorities; trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended, or a limitation on prices for securities imposed, by order of the SEC or any other governmental authority; an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war shall have occurred; a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement of which this prospectus is a part or proceedings shall have been initiated or, to our knowledge, threatened for that purpose or any governmental approval has not been obtained, which approval is deemed necessary for the consummation of the exchange offer; or. We have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the exchange offer. If the Internal Revenue Service (IRS) were to treat us as a corporation for federal income tax purposes, or otherwise subject us to entity-level taxation, it could substantially reduce the amount of cash available for payment of principal and interest on the New Notes. A new Golden Pass liquefaction and export facility will be constructed adjacent to the existing LNG import terminal on a 919-acre site along the Sabine Neches waterway. The first two LNG trains were completed in 2016. On September27, 2021, we sold $1.2billion aggregate principal amount of the Old Notes in a private placement. The facility is the largest receiving and regasifying terminal in the world with a total send out capacity of 4bcf/d and storage capacity of 16.8bcf. We are offering to exchange up to $1.2billion aggregate principal amount of our New Notes that have been registered under the Securities Act for an equal amount of our outstanding Old Notes that have not been registered under the Securities Act to satisfy our obligations under the registration rights agreement. The indenture does not limit the amount of debt securities we may issue under the indenture from time to time in one or more series. Advertisement Sabine Pass Map The City of Sabine Pass is located in Jefferson County in the State of Texas. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose notes will be subject to redemption by CQP. label.wrap = true; The following summary contains basic information about the New Notes and is not intended to be complete. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old Notes as promptly as practicable. FERC also dismissed charges by the Sierra Club and the Gulf Coast Environmental Labor Coalition that the commission shortchanged its environmental and safety reviews, citing conditions that Cheniere comply with the federal Clean Air Act, including rules governing greenhouse gas emissions and the use of "best available" pollution control technology. U.S. liquefied natural gas company Cheniere Energy Inc said on Friday it continues to work with regulators to bring two of the five LNG storage tanks at its Sabine Pass export plant in Louisiana . The participant should transmit its acceptance to DTC at or prior to the expiration time. 'sector' : 'lng_lpg', Sabine Pass is a site for an LNG terminal because it is located along one of a few deepwater ports along the Gulf Coast suitable for LNG. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus. That success earned us a contract in 2006 to expand on our original work. $1,200,000,000 principal amount of 3.25% Senior Notes due 2032. We will pay all of our expenses incident to the exchange offer. watermark.valign = 'bottom'; For the address, telephone number and fax number of the exchange agent, please read The Exchange OfferExchange Agent., Based on interpretations by the staff of the SEC, as set forth in, The SEC has not considered this exchange offer in the context of a. The Golden Pass LNG terminal also received all other major federal and state permits. In this Description of Notes, the terms CQP, Issuer, we, us and our refer only to Cheniere Energy Partners, L.P. and not to any of its Subsidiaries or Affiliates. We are offering to exchange up to $1.2billion aggregate principal amount of registered 3.25% Senior Notes due 2032 (CUSIP No. Significant Subsidiary means any Subsidiary that would be a significant subsidiary as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date. The following discussion of the material U.S. federal income tax considerations relevant to the exchange of New Notes for Old Notes pursuant to the exchange offer does not purport to be a complete analysis of all potential tax effects. SPL currently has the following senior notes (the SPL Senior Notes) outstanding: $1.5billion of 5.625% Senior Secured Notes due 2023; $2.0billion of 5.75% Senior Secured Notes due 2024; $2.0billion of 5.625% Senior Secured Notes due 2025; $1.5billion of 5.875% Senior Secured Notes due 2026 (the 2026 SPL Senior Notes); $1.5billion of 5.00% Senior Secured Notes due 2027 (the 2027 SPL Senior Notes); $1.35billion of 4.200% Senior Secured Notes due 2028 (the 2028 SPL Senior Notes); $2.0billion of 4.500% Senior Notes due 2030 (the 2030 SPL Senior Notes); and. LNG is natural gas (methane) in liquid form. We are a publicly traded Delaware limited partnership formed by Cheniere in 2006. Upon the occurrence of an event of default, the proceeds from the sale of Collateral may be insufficient to satisfy our obligations under the notes and the Subsidiary Guarantors obligations under the Subsidiary Guarantees. The Holders of a majority in principal amount of the outstanding notes may waive compliance by CQP with certain restrictive covenants on behalf of all Holders of notes, including those described under CovenantsLimitations on Liens and CovenantsRestriction on Sale-Leasebacks. The Holders of a majority in principal amount of the outstanding notes, on behalf of all such Holders, may waive any past or existing Default or Event of Default with respect to the notes (including any such waiver obtained in connection with a tender offer or exchange offer for the notes), except a Default or Event of Default in the payment of principal, premium or interest or in respect of a provision that under the indenture cannot be modified or amended without the consent of the Holder of each outstanding note affected. The LNG from the facility will be sold to Countries, which entered free trade agreements (FTAs) and non-FTAs (nFTA) with the US. valueAxis.renderer.labels.template.verticalCenter = 'middle'; Subsidiary Guarantee means each guarantee of the obligations of CQP under the indenture and the notes by a Subsidiary of CQP in accordance with the provisions of the indenture. The Golden Pass LNG pipeline has a capacity of 2,600,000Dth of gas in a day and is connected to various intrastate and interstate pipelines such as the Texoma and Transcontinental gas pipelines, providing access to the eastern US gas markets. In order for a book-entry transfer to constitute a valid tender of your Old Notes in the exchange offer, The Bank of New York Mellon, as registrar and exchange agent, must receive a confirmation of book-entry transfer of your Old Notes into the exchange agents account at The Depository Trust Company (DTC) prior to the expiration of the exchange offer. If you do not properly tender your Old Notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected. chart.cursor = new am4charts.XYCursor(); Notes repurchased by CQP pursuant to a Change of Control Offer will have the status of notes issued but not outstanding or will be retired and cancelled, at CQPs option. In addition, until September1, 2022, all dealers effecting transactions in the New Notes may be required to deliver a prospectus. If the letter of transmittal is signed by a person other than the registered holder of Old Notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. Give your business an edge with our leading industry insights. Any note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless CQP defaults in making the Change of Control Payment. Gail India Ltd. bought the second shipment of LNG from Cheniere Energy Inc.'s Sabine Pass that makes the facility the first Asian importer of U.S. shale gas. We will pay all transfer taxes, if any, applicable to the exchange of Old Notes under the exchange offer. If we violate any provisions of our 2019 CQP Credit Facilities or the notes that are not cured or waived within the appropriate time period provided therein, a significant portion of our indebtedness may become immediately due and payable and the commitment of our CQP Revolving Credit Facility lenders to make further loans to us may terminate. Cheniere eyeing yet another Sabine Pass LNG expansion | Business Beneficial interests in the Global Notes may be exchanged for notes in certificated form under certain circumstances. Moreover, the amount to be received upon such sale would be dependent upon numerous factors, including market conditions at the time of sale, as well as the timing and manner of the sale. Sabine 6 LNG export unit moves closer to entering service, Sabine Pass LNG Train 5 Financing and Trains 1,2,3 & 4 Refinancing, Sabine Pass LNG Terminal Additional Facility 2019, Sabine Pass and Corpus Christi LNG Refinancing 2020, "https://elibrary.ferc.gov/eLibrary/docinfo?accession_num=20230222-5172", "https://www.energyportal.eu/news/cheniere-energy-eyes-new-gas-pipeline-to-feed-lng-expansion-2/70190/", Cheniere's Sabine Pass works to resume production at US facility following storm, https://www.gem.wiki/w/index.php?title=Sabine_Pass_LNG_Terminal&oldid=462751, Existing LNG terminals in the United States, Proposed LNG terminals in the United States, Creative Commons Attribution-NonCommercial-ShareAlike. Holders of the New Notes issued in the exchange offer, any Old Notes which remain outstanding after completion of the exchange offer and the previously issued notes will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture. height: 500px; The terms of the New Notes are identical in all material respects to those of the Old Notes, except that the New Notes (1)have been registered under the Securities Act and therefore will not be subject to certain transfer restrictions applicable to the Old Notes and (2)will not have registration rights or provide for any liquidated damages related to the obligation to register. There is no established trading market for the New Notes or the Old Notes. General Partner means Cheniere Energy Partners GP, LLC, a Delaware limited liability company, and its successors and permitted assigns as general partner of CQP or as the business entity with the ultimate authority to manage the business and operations of CQP. Holders of the notes may not be able to determine when a change of control giving rise to their right to have the New Notes repurchased has occurred following a sale of substantially all of our assets. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. If draws are made upon a letter of credit issued under the SPL Working Capital Facility and SPL does not elect for such draw to be deemed an SPL LC Loan (an SPL LC Draw), SPL is required to pay the full amount of the SPL LC Draw on or prior to noon eastern time on the business day of the SPL LC Draw. The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. For purposes of this definition, control, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. In the event of any release, sale or other disposition of any Collateral permitted pursuant to the terms of the Controlling Agents First Lien Secured Debt Instruments that results in the release of the Liens on any Collateral for the benefit of the Controlling Agent (excluding any release, sale or other disposition that is expressly prohibited by the indenture and the Collateral Documents, unless such sale or disposition is consummated in connection with the exercise of the Collateral Agents (at the instruction of the Controlling Agent) remedies in respect of Collateral or consummated after the commencement of any insolvency or liquidation proceeding), the Trustees Liens, if any, on the Collateral will be automatically released and discharged to the same extent as the Liens for the benefit of the First Lien Secured Parties under the 2019 Credit Agreement, provided that the proceeds of any Collateral realized therefrom will be applied as described above, and the Trustee, if applicable and upon receipt of certain confirmations regarding the adequacy of the applicable releases and satisfaction of conditions related thereto, and instructions with respect to the actions to be taken for such release, will be required to take such actions (and will be deemed to have authorized such actions) as necessary to effect such release.

Ajmer To Neem Ka Thana Distance, Best Public Universities In Uk For International Students, Sober Living Profit Margin, Articles S