Cheniere Energy Partners, L.P 8-K, filed Jul 28, 2020
Cheniere Energy Partners, L.P. (CQP)
8-K
2020-07-28
For: 2020-07-28
View Original
Added on
April 04, 2026
About this 8-K
Cheniere Energy Partners, L.P filed this 8-K on July 28, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): July 28, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(713 ) 375-5000
(Registrant’s telephone number, including area code)
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:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities
On July 28, 2020 , the board of directors (the “Board”) of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P. (the “Partnership”), authorized the Partnership to make a distribution with respect to the second quarter of 2020, as described below. The Board confirmed and approved that, upon such distribution, the financial tests required for conversion of the Partnership’s subordinated units will be met under the terms of the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership. Accordingly, effective August 17, 2020, the first business day following the payment of the distribution described below, all of the Partnership’s 135,383,831 subordinated units will be automatically converted into common units on a one-for-one basis and the subordination period will be terminated.
The transactions in which the subordinated units were initially issued and the subsequent conversion of such units were undertaken in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) and Section 3(a)(9) thereof, respectively. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.
Item 8.01 Other Events.
On July 28, 2020 , the Partnership declared a quarterly cash distribution of $0.645 per common and subordinated unit payable on August 14, 2020 to unitholders of record as of August 7, 2020. On July 28, 2020 , the Partnership issued a press release announcing the distribution and the termination of the subordination period, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. Information included on the Partnership’s website is not incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit No. | Description | |
99.1* | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
*Filed 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: | By: | /s/ Michael J. Wortley | ||
Name: | Michael J. Wortley | |||
Title: | Executive Vice President and | |||
Chief Financial Officer | ||||
Exhibit 99.1
CHENIERE ENERGY PARTNERS, L.P. NEWS RELEASE
Cheniere Partners Declares Quarterly Distributions and Confirms Conversion of Subordinated Units into Common Units
Houston, Texas – July 28, 2020 – Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP) today declared (i) a cash distribution per common and subordinated unit of $0.645 ($2.58 annualized) to unitholders of record as of August 7, 2020, and (ii) the related distribution to its general partner. These distributions are payable on August 14, 2020.
Cheniere Partners also announced that the Board of Directors of its general partner has confirmed and approved that, upon payment of such distribution, the financial tests required for conversion of Cheniere Partners’ subordinated units will be met. Accordingly, effective August 17, 2020, the first business day following the payment of the cash distributions declared above, all of the outstanding subordinated units will be automatically converted into common units on a one-for-one basis and the subordination period will be terminated. The conversion of the subordinated units will not impact the amount of distributions paid by Cheniere Partners.
This press release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of Cheniere Partners’ distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Cheniere Partners’ distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.
About Cheniere Partners
Cheniere Partners is developing, constructing and operating natural gas liquefaction facilities at the Sabine Pass LNG terminal located in Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. Cheniere Partners is currently operating five natural gas liquefaction Trains and is constructing one additional Train for a total production capacity of approximately 30 mtpa of LNG at the Sabine Pass terminal. The Sabine Pass LNG terminal has operational regasification facilities that include five LNG storage tanks, two marine berths and vaporizers and an additional marine berth that is under construction. Cheniere Partners also owns the Creole Trail Pipeline, a 94-mile pipeline that interconnects the Sabine Pass LNG terminal with a number of large interstate pipelines.
For additional information, please refer to the Cheniere Partners website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements.” 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, (i) statements regarding Cheniere Partners’ business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding expectations regarding regulatory authorizations and approvals, (iii) statements expressing beliefs and expectations regarding the development of Cheniere Partners’ LNG terminal and liquefaction business, (iv) statements regarding the business operations and prospects of third parties, (v) statements regarding potential financing arrangements, and (vi) statements regarding future discussions and entry into contracts. 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:
Cheniere Energy Partners, L.P.
Investors | |
Randy Bhatia | 713-375-5479 |
Megan Light | 713-375-5492 |
or | |
Media Relations | |
Eben Burnham-Snyder | 713-375-5764 |
Jenna Palfrey | 713-375-5491 |