Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC Announce Definitive Merger Agreement
Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) and Cheniere
Energy Partners LP Holdings, LLC (“Cheniere Partners Holdings”) (NYSE
American: CQH) announced today that they have reached a definitive
agreement under which Cheniere will acquire all of the publicly-held
shares of Cheniere Partners Holdings not already owned by Cheniere in a
stock for share transaction pursuant to which Cheniere Partners
Holdings’ shareholders will receive a fixed exchange ratio of 0.4750
Cheniere shares for each outstanding publicly-held share of Cheniere
Partners Holdings. The transaction is valued at $30.93 per common share
of Cheniere Partners Holdings based on the closing price of Cheniere’s
shares as of June 18, 2018. The transaction is expected to qualify as a
tax-free reorganization for Cheniere Partners Holdings’ shareholders.
The conflicts committee of the board of directors of Cheniere Partners
Holdings negotiated the transaction on behalf of Cheniere Partners
Holdings and its public shareholders. The transaction was unanimously
approved by the boards of directors of both Cheniere Partners Holdings
and Cheniere.
The transaction is expected to close by the end of third quarter 2018,
subject to customary closing conditions. Upon consummation of the
transaction, Cheniere Partners Holdings will merge with a wholly owned
subsidiary of Cheniere.
J.P. Morgan Securities LLC and Sullivan & Cromwell LLP acted as
financial and legal advisors to Cheniere. Jefferies LLC and Richards,
Layton & Finger, P.A. acted as financial and legal advisors to the
conflicts committee of Cheniere Partners Holdings.
About Cheniere
Cheniere Energy, Inc., a Houston-based energy company primarily engaged
in LNG-related businesses, owns and operates the Sabine Pass LNG
terminal in Louisiana. Directly and through its subsidiary, Cheniere
Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP),
Cheniere is developing, constructing, and operating liquefaction
projects near Corpus Christi, Texas and at the Sabine Pass LNG terminal,
respectively. Cheniere is also exploring a limited number of
opportunities directly related to its existing LNG business.
About Cheniere Partners Holdings
Cheniere Partners Holdings owns an approximately 48.6% limited partner
interest in Cheniere Partners as of March 31, 2018. Cheniere Partners
Holdings’ only business consists of owning Cheniere Partners units and,
accordingly, its results of operations and financial condition are
dependent on the performance of Cheniere Partners. Cheniere Partners is
constructing and operating natural gas liquefaction facilities at the
Sabine Pass LNG terminal. Cheniere Partners plans to construct up to six
natural gas liquefaction trains (“Trains”), which are in various stages
of development, construction, and operations. Trains 1 through 4 are
operational, Train 5 is under construction, and Train 6 is being
commercialized and has all necessary regulatory approvals in place. Each
liquefaction Train is expected to have a nominal production capacity,
which is prior to adjusting for planned maintenance, production
reliability, and potential overdesign, of approximately 4.5 mtpa of LNG
and an adjusted nominal production capacity of approximately 4.3 to 4.6
mtpa of LNG. Cheniere Partners also owns and operates regasification
facilities at the Sabine Pass LNG terminal and the Creole Trail
Pipeline, which interconnects the Sabine Pass LNG terminal with a number
of large interstate pipelines.
For additional information, please refer to the Cheniere website at www.cheniere.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In
particular, statements using words such as “may,” “will,” “could,”
“should,” “expect,” “plan,” “project,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”
“continue,” the negative of such terms or other comparable terminology
generally involve forward-looking statements. The forward-looking
statements contained herein (including statements regarding the proposed
transaction and its effects, benefits and costs, savings, opinions,
forecasts, projections, expected timetable for completion, expected
distribution, the satisfaction of the closing conditions to the proposed
transaction and any other statements regarding Cheniere Partners
Holdings’ and Cheniere’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not statements of historical fact) are largely
based on our expectations, which reflect estimates and assumptions made
by our management. These estimates and assumptions reflect our best
judgment based on currently known market conditions and other factors.
Although we believe that such estimates are reasonable, they are
inherently uncertain and involve a number of risks and uncertainties
beyond our control. In addition, assumptions may prove to be inaccurate.
We caution that the forward-looking statements contained herein are not
guarantees of future performance and that such statements may not be
realized or the forward-looking statements or events may not occur.
Actual results may differ materially from those anticipated or implied
in forward-looking statements as a result of numerous factors,
including, but not limited to, the risk that the proposed merger does
not occur; negative effects from the pendency of the proposed merger;
the ability to realize expected cost savings and benefits; the timing to
consummate the proposed transaction; the impact of regulatory changes;
and other factors affecting future results disclosed in Cheniere’s and
Cheniere Partners Holdings’ respective filings with the SEC (available
at the SEC’s website at www.sec.gov),
including but not limited to those discussed under Item 1A, “Risk
Factors”, in Cheniere’s Annual Report on Form 10-K for the year ended
December 31, 2017 and Cheniere Partners Holdings’ Annual Report on Form
10-K for the year ended December 31, 2017. 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.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
consent or approval. The proposed merger between Cheniere and Cheniere
Partners Holdings will be submitted to the shareholders of Cheniere
Partners Holdings for their consideration. Cheniere will file with the
SEC the Registration Statement that will include a consent statement of
Cheniere Partners Holdings that also constitutes a prospectus of
Cheniere. Cheniere and Cheniere Partners Holdings also plan to file
other documents with the SEC regarding the proposed merger. INVESTORS
AND SECURITY HOLDERS OF CHENIERE AND CHENIERE PARTNERS HOLDINGS ARE
URGED TO READ THE CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. Investors and shareholders will be able to
obtain free copies of the consent statement/prospectus and other
documents containing important information about Cheniere and Cheniere
Partners Holdings once such documents are filed with the SEC, through
the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
Cheniere, Cheniere Partners Holdings and certain of their respective
directors and executive officers may be deemed participants in the
solicitation of consent from the shareholders of Cheniere Partners
Holdings in connection with the merger. Information about the directors
and executive officers of Cheniere is set forth in its definitive proxy
statement filed with the SEC on April 13, 2018. Information about the
directors and executive officers of Cheniere Partners Holdings is set
forth in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC on February 21, 2018.
These documents can be obtained free of charge from the sources
indicated above. Other information regarding the participants in the
consent solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
consent statement/prospectus and other relevant materials to be filed
with the SEC when they become available.
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