Cheniere Partners Announces Early Tender Results of Cash Tender Offer and Consent Solicitation For Any and All of its 5.625% Senior Notes Due 2026 and Receipt of Requisite Consents

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HOUSTON, September 27, 2021--(BUSINESS WIRE)--Cheniere Energy Partners, L.P. ("Cheniere Partners") (NYSE American: CQP) today announced the early tender results as of 5:00 p.m., New York City time, on September 24, 2021 (the "Early Tender Deadline") of its previously announced tender offer to purchase for cash any and all of its outstanding 5.625% Notes due 2026 (the "Notes"). In connection with the tender offer, Cheniere Partners also announced the results as of the Early Tender Deadline of the previously announced solicitation of consents (the "Consents") from holders of the Notes (the "consent solicitation") to the proposed amendment to the indenture with respect to the Notes (the "Indenture") providing for the reduction of the minimum notice period for the optional redemption of the Notes by Cheniere Partners (the "Proposed Amendment").

The terms and conditions of the tender offer and consent solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated September 13, 2021.

The aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (the "Early Tender Notes"), as well as the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes, is set forth in the table below. The consideration being offered for any such Early Tender Notes accepted for purchase in the tender offer and consent solicitation is also set forth in the table below:

Series
of Notes

CUSIP
Numbers

Aggregate
Principal
Amount
Outstanding

Aggregate
Principal
Amount of
Early Tender
Notes

Percent of
Outstanding
Principal
Amount
Tendered

Tender
Consideration(1)

Early
Tender
Premium

Total
Consideration
(1)(2)

5.625% Notes due 2026

16411QAD3

U16353AB7

$1,100,000,000

$672,331,000

61.12%

$980.00

$50.00

$1,030.00

(1)

Per $1,000 principal amount of Early Tender Notes accepted for purchase by Cheniere Partners. Excludes accrued and unpaid interest, which will be paid on Notes accepted for purchase as described below.

(2)

Includes the $50.00 early tender premium for the Early Tender Notes accepted for purchase.

The tender offer and consent solicitation will expire at 12:01 a.m., New York City time, on October 12, 2021, unless extended, earlier expired or terminated by Cheniere Partners (such time and date, as the same may be extended, earlier expired or terminated by Cheniere Partners in its sole discretion, subject to applicable law, the "Expiration Date"). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the tender offer and consent solicitation, holders of the Early Tender Notes will receive the total consideration, which includes the early tender premium for the Notes of $1,030.00 per $1,000 principal amount of Notes tendered. Holders who validly tender their Notes and deliver their Consents after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the tender consideration, as set forth in the table above. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the applicable settlement date.

The Early Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement) for the Early Tender Notes is expected to be on September 27, 2021. Any Notes validly tendered and related Consents validly delivered after the Early Tender Deadline may not be withdrawn or revoked, except as required by law. Subject to the satisfaction or waiver of the conditions to the tender offer and consent solicitation, Cheniere Partners expects to accept for purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date promptly following the Expiration Date on the Final Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement), which is expected to occur promptly following the Expiration Date.

In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the tender offer and consent solicitation will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable.

Cheniere Partners’ obligations to accept Notes and Consents on the Early Settlement Date or the Final Settlement Date, as applicable, are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including, among others, Cheniere Partners consummating the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement) on terms satisfactory to it, and having funds available therefrom that will allow it to purchase the Notes pursuant to the tender offer and consent solicitation.

In addition, because Cheniere Partners received Consents in respect of a majority of the aggregate principal amount of the Notes then outstanding (excluding Notes held by Cheniere Partners or its affiliates) (the "Requisite Consents") as of the Early Tender Deadline, Cheniere Partners expects to execute and deliver a supplemental indenture to the Indenture giving effect to the Proposed Amendment promptly after accepting for purchase the Early Tender Notes on the Early Settlement Date. The Proposed Amendment is expected to become operative on the Early Settlement Date, after which Cheniere Partners intends to issue a notice of redemption to redeem all of the Notes not purchased pursuant to the tender offer and consent solicitation on the Early Settlement Date. This press release shall not constitute a notice of redemption under the Indenture or an obligation to issue a notice of redemption.

Cheniere Partners has retained RBC Capital Markets, LLC to act as the dealer manager and solicitation agent and Ipreo LLC to act as the tender and information agent for the tender offer and consent solicitation. For additional information regarding the terms of the tender offer and consent solicitation, please contact RBC Capital Markets, LLC collect at (212) 618-7843 or toll-free at (877) 381-2099. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and questions regarding the tendering of notes and delivery of consents may be directed to Ipreo LLC at (212) 849-3880 (for banks and brokers) or (888) 593-9546 (all others, toll-free) or email ipreo-tenderoffer@ihsmarkit.com.

This press release is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

None of Cheniere Partners, the tender and information agent, the dealer manager and solicitation agent or the trustee (nor any of their respective directors, officers, employees or affiliates) makes any recommendation as to whether holders should tender their Notes pursuant to the tender offer and deliver any related consents, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

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, statements regarding Cheniere Partners’ business strategy, plans and objectives, including statements regarding the intended conduct, timing and terms of the tender offer and consent solicitation, related financing plans and any future actions by Cheniere Partners in respect of the Notes. 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.

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Contacts

Cheniere Partners
Investors
Randy Bhatia 713-375-5479
Media Relations
Eben Burnham-Snyder 713-375-5764

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