Unless the context requires otherwise, the term holder with respect to the exchange offer means any person in whose name the Old Notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose Old Notes are held of record by DTC, who desires to deliver such Old Notes by book-entry transfer at DTC. For purposes of an exchange offer, we will be deemed to have accepted properly tendered Old Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice. Sabine Pass Import LNG Regasification Terminal, US 9243 GULF BEACH HWY JOHNSONS BAYOU, LA, 70631 Latitude: 29 44.87' N Longitude: 93 52.30' W GHGRP Id: 1002259 FRS Id: 110017761322 NAICS Code: 488999 View reported data. Five pipeline interconnections will also be constructed for the export facility project. Golden Pass Products, under two 20-year agreements with Enable Gulf Run Transmission and Natural Gas Pipeline Company of America (NGPL), imports 1,100,000Dth/d and 340,000Dth/d of gas, respectively, to the LNG terminal. These reports contain important information about us, our financial condition and our results of operations. SPL is restricted from making certain distributions under agreements governing its indebtedness generally until, among other requirements, satisfaction of a 12-month forward-looking and backward-looking 1.25:1.00 debt service reserve ratio test. GlobalData, the leading provider of industry intelligence, provided the underlying research used to produce this article. General overview: The Sabine Pass is the entrance to the Sabine Lake and Port Arthur, see separate entry. chart.fontFamily = 'font-family:IBM Plex Sans, Helvetica Neue, Helvetica, Roboto, Arial,sans-serif'; Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustees receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Companys compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers certificates). If a Holder of notes has given wire transfer instructions to CQP, CQP will pay all principal, premium, if any, and interest on that Holders notes in accordance with those instructions. The double-bookings at Cheniere are more of a symptom of everything else, Seduski said. Our obligation to accept Old Notes for exchange in the exchange offer is subject to the conditions described below under Conditions to the Exchange Offer. We may decide to waive any of the conditions in our discretion. 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. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should carefully follow the instructions on how to tender your Old Notes. The Sabine Pass LNG terminal is spread over an 853-acre site in Cameron Parish, Louisiana, US. The following discussion does not deal with special classes of holders, such as banks, financial institutions, U.S. expatriates, insurance companies, regulated investment companies, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, partnerships or other pass-through entities and the partners therein, controlled foreign corporations, passive foreign investment companies, persons whose functional currency is not the U.S. dollar, tax-exempt organizations, real estate investment trusts, persons subject to the alternative minimum tax and persons holding the notes as part of a wash sale, straddle, hedge, conversion transaction or as part of a synthetic security or other integrated transaction for tax purposes and persons subject to special tax accounting rules under Section451(b) of the Code. var chart = am4core.create('chartdiv232752462', am4charts.XYChart); These determinations will be final and binding. categoryAxis.renderer.labels.template.horizontalCenter = 'middle'; The terms of the notes include those set forth in the indenture. Except in the case of a Default in the payment of principal of or interest on the notes, the Trustee may withhold such notice, but only if and so long as the Trustee in good faith determines that withholding notice is in the interests of the Holders of notes. In the case of Old Notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged Old Notes will be credited to an account maintained with DTC promptly after the expiration or termination of the exchange offer. Together with Cheniere, Bechtel built and expanded Chenieres Sabine Pass LNG receiving terminal between 2005 and 2009 and added liquefaction capability in 2016 so that the terminals existing storage tanks, berths, and pipelines could be used for LNG exports. supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of notes; provided, however, that any such action does not adversely affect the interest of the Holders of notes of such series or any other series of notes in any respect; During any time when the Trustee is party to the Collateral Documents, without the consent of any Holder of notes, CQP or the Trustee may amend the Collateral Documents to: in the case of the Collateral Agency Agreement, in order to subject the security interests in the Collateral in respect of any Additional First Lien Obligations and Credit Agreement Obligations to the, confirm and evidence the release, termination or discharge of any Lien securing the notes when such release, termination or discharge is permitted by the indenture or the Collateral Documents; and. Indebtedness of any Subsidiary Guarantor that ceases to be a Subsidiary Guarantor as a result of such Asset Sale (other than intercompany debt owed to CQP or a Subsidiary), to the extent that CQP and each other Subsidiary Guarantor are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale. The CQP Senior Notes are jointly and severally guaranteed by each of our subsidiaries other than SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP. Max size: LNG Berths: Q-Max, 240,000m. This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. Fintel is a registered trademark. All documents that we file pursuant to Section13(a), 13(c), 14 or 15(d) of the Exchange Act after the date the registration statement of which this prospectus forms a part was filed and prior to the effectiveness of such registration statement and until this offering is completed will be deemed to be incorporated by reference in this prospectus and will be a part of this prospectus from the date of filing. Methods of Receiving Payments on the Notes. Bechtel Deliver Cheniere's Sabine Pass LNG Train 6 - Bechtel CQP and the Subsidiary Guarantors have agreed to pay all reasonable expenses incident to the exchange offer (including the reasonable expenses of one counsel for the Holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 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. If we incur any additional indebtedness that ranks equally with the New Notes and the guarantees, the holders of that indebtedness will be entitled to share ratably. The terminal is located ten miles south of Port Arthur and two miles northwest of Sabine Pass, Texas, in an industrial area on the Sabine-Neches waterway, an industrial ship channel. to the Holders of record at the close of business on January15 or July15, as applicable, before the interest payment date. We file annual, quarterly, current and other reports with the SEC under the Securities and Exchange Act of 1934, as amended (the Exchange Act). The 2019 CQP Credit Facilities are unconditionally guaranteed and secured by a first priority lien (subject to permitted encumbrances) on substantially all of our and the Subsidiary Guarantors existing and future tangible and intangible assets and rights and equity interests in the Subsidiary Guarantors (except, in each case, for certain excluded properties set forth in the 2019 CQP Credit Facilities). Controlling Agent and Collateral Agent pursuant to the Intercreditor Agreement and (b)a supplement to the Collateral Agency Agreement required to be delivered by an Additional Agent, Commodity Hedge Counterparty or Qualified Interest Rate Hedging Counterparty to the Controlling Agent and Collateral Agent pursuant to the Collateral Agency Agreement, in each case, in order to establish an additional Series of First Lien Obligations and become First Lien Secured Parties under the Intercreditor Agreement. On or after January31, 2027, CQP may on any one or more occasions redeem all or a part of the notes upon not less than 10 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the notes redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period beginning on January31 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date): Notes called for redemption become due on the redemption date. Holders who desire to tender their Old Notes in exchange for New Notes registered under the Securities Act should allow sufficient time to ensure timely delivery. [CDATA[ Cheniere | Who we are 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. [43], A fossil gas pipeline is also proposed for the expansion, to connect the additional export capacity to US shale gas-producing regions. A joint venture between Chiyoda International, McDermott International and Zachry Group received the engineering, procurement and construction (EPC) contract for the export facility in February 2019. The risk factors included or incorporated by reference herein are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements. In all cases, issuance of New Notes for Old Notes will be made only after timely receipt by the exchange agent of: a certificate for the Old Notes, or a timely book-entry confirmation of the Old Notes, into the exchange agents account at the book-entry transfer facility; a properly completed and duly executed letter of transmittal or an agents message; and. The 2020 SPL Working Capital Facility provides for mandatory prepayments under customary circumstances. Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require noteholders to return payments received from the Subsidiary Guarantors. Image courtesy of Golden Pass Products LLC. This page was last edited on 20 July 2023, at 19:56. Except pursuant to the preceding two paragraphs, the notes will not be redeemable at CQPs option prior to January31, 2027. Baker Hughes is responsible for the supply of the turbo-machinery equipment for the Golden Pass export facility. We incorporate by reference information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise. The Trustee and its affiliates maintain commercial banking and other relationships with CQP. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished. the Multiple Indebtedness Mortgage, Assignment of Leases and Rents and Security Agreement; each of the security agreements, uncertificated security control agreements, financing statements, deposit account control agreements and other instruments executed and delivered by CQP or any Subsidiary Guarantor pursuant to the 2019 Credit Agreement, the indenture or any other Additional First Lien Documents for purposes of providing collateral security or credit support for any First Lien Obligation; as the same may be amended, restated, supplemented or otherwise modified or replaced from time to time. must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. With a storage capacity of 0.35 million tons (Mt), the Sabine Pass Import terminal currently has a regasification capacity of 1,460bcf/annum (billion cubic feet), which is expected remain the same as 1,460bcf/annum by 2030. The forward-looking statements contained in this prospectus or incorporated by reference herein are largely based on our expectations, which reflect estimates and assumptions made by our management. We own the natural gas liquefaction and export facility in Cameron Parish, Louisiana at Sabine Pass (the Sabine Pass LNG Terminal), one of the largest LNG production facilities in the world, which has six operational Trains, with Train 6 achieving substantial completion on February4, 2022, for a total production capacity of approximately 30 mtpa of LNG (the Liquefaction Project). In addition, at any time prior to October1, 2024 for the 2029 CQP Senior Notes, March1, 2024 for the 2031 CQP Senior Notes and January31, 2025 for the Old Notes, we may redeem up to 35%, and in the case of the Old Notes, up to 40%, of the aggregate principal amount of the CQP Senior Notes with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price equal to 104.500% of the aggregate principal amount of the 2029 CQP Senior Notes, 104.000% of the aggregate principal amount of the 2031 CQP Senior Notes and 103.25% of the aggregate principal amount of the Old Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. Bloomberg Chief Washington Correspondent Joe Mathieu delivers insight and analysis on the latest headlines from the White House and Capitol Hill, including conversations with influential lawmakers and key figures in politics and policy. Accordingly, we will not recognize any gain or loss for accounting purposes. taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements. Please read the discussion under the caption Material United States Federal Income Tax Considerations for more information regarding the tax considerations to you of the exchange offer. var series = chart.series.push(new am4charts.ColumnSeries()); Polskie Gornictwo Naftowe | Gazownictwo S.A. Sinochem Group Co., Ltd (assigned to Corpus Christi), Antero Resources Corporation (assigned to MU Marketing LLC), Equinor Natural Gas LLC (previously Statoil Natural Gas LLC). On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature.
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