Cheniere Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2026 (the “Issue Date”), Cheniere Energy, Inc. (“Cheniere”) closed the sale of its previously announced offering of $1 billion aggregate principal amount of 5.200% Senior Notes due 2036 (the “2036 Notes”) and $750 million aggregate principal amount of its 6.000% Senior Notes due 2056 (the “2056 Notes” and, together with the 2036 Notes, the “Notes”). The 2036 Notes were issued at 99.658% of par. The 2056 Notes were issued at 99.524% of par. The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold in reliance on Rule 144A and Regulation S thereunder.
Indenture
The Notes were issued on the Issue Date pursuant to an indenture, dated as of the Issue Date (the “Base Indenture”), by and between Cheniere and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of the Issue Date, between Cheniere and the Trustee, relating to the 2036 Notes (the “First Supplemental Indenture”), and the second supplemental indenture, dated as of the Issue Date, between Cheniere and the Trustee, relating to the 2056 Notes (the “Second Supplemental Indenture”). The Base Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture is referred to herein as the “Notes Indenture.”
Under the terms of the First Supplemental Indenture, the 2036 Notes will mature on July 30, 2036 and will accrue interest at a rate equal to 5.200% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on January 30 and July 30 of each year, beginning on July 30, 2026.
Under the terms of the Second Supplemental Indenture, the 2056 Notes will mature on July 30, 2056 and will accrue interest at a rate equal to 6.000% per annum on the principal amount from the Issue Date, with such interest payable semi-annually, in cash in arrears, on January 30 and July 30 of each year, beginning on July 30, 2026.
The Notes are Cheniere’s senior unsubordinated obligations, ranking equally in right of payment with Cheniere’s other existing and future senior unsubordinated debt and senior in right of payment to any of Cheniere’s future subordinated debt. The Notes are not initially guaranteed by any of Cheniere’s subsidiaries. In the future, any subsidiary that guarantees or becomes a co-obligor with respect to any obligations of Cheniere in respect of Cheniere’s existing 4.625% senior notes due 2028 will also guarantee the Notes.
At any time or from time to time prior to January 30, 2036 with respect to the 2036 Notes and at any time or from time to time prior to January 30, 2056 with respect to the 2056 Notes (each applicable date, the “Applicable Par Call Date”), Cheniere may, at its option, redeem all or part of the Notes at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) a specified make-whole redemption price set forth in the First Supplemental Indenture with respect to the 2036 Notes and set forth in the Second Supplemental Indenture with respect to the 2056 Notes, in either case plus accrued and unpaid interest to the redemption date. On and after the Applicable Par Call Date, Cheniere may redeem the Notes at its option, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date.
The Notes Indenture also contains customary terms and events of default and certain covenants that, among other things, limit Cheniere’s ability to incur liens, enter into sale-leaseback transactions and consolidate, merge or sell, lease or otherwise dispose of all or substantially all of Cheniere’s properties or assets. The Notes Indenture covenants are subject to a number of important limitations and exceptions.
The foregoing description of the Base Indenture is qualified in its entirety by reference to the full text of the Base Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.2 hereto and is incorporated by reference herein. The foregoing description of the Second Supplemental Indenture is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.3 hereto and is incorporated by reference herein. Any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Notes Indenture.
Registration Rights Agreement
In connection with the issuance of the Notes, Cheniere and Goldman Sachs & Co. LLC, as representative of the initial purchasers, entered into a Registration Rights Agreement dated as of the Issue Date (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, Cheniere has agreed to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange any or all of the Notes, for a like aggregate principal amount of debt securities of Cheniere issued under the Notes Indenture and identical in all material respects to the respective Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act. Cheniere has agreed to use commercially reasonable efforts to cause such registration statement to become effective within 360 days after the Issue Date. Under specified circumstances, Cheniere has also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Notes. Cheniere will be obligated to pay additional interest if it fails to comply with its obligations to register the Notes within the specified time periods.
This description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this report regarding the Notes is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
| d) | Exhibits |
| * | Filed herewith. |
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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, INC. | ||||||
| Date: March 19, 2026 | By: | /s/ Zach Davis | ||||
| Name: | Zach Davis | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
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