Cheniere Energy Partners LP Holdings, LLC Receives Merger Proposal from Cheniere Energy, Inc.
HOUSTON–(BUSINESS WIRE)–Cheniere Energy Partners LP Holdings, LLC (ÔÇ£Cheniere Partners HoldingsÔÇØ)
(NYSE American: CQH) announced today that its board of directors has
received a proposal from Cheniere Energy, Inc. (ÔÇ£CheniereÔÇØ) (NYSE
American: LNG) pursuant to which Cheniere would acquire the publicly
held shares of Cheniere Partners Holdings not already owned by Cheniere
in a stock for stock exchange. Subject to negotiation and execution of a
definitive agreement, Cheniere is proposing consideration of 0.4500
Cheniere shares for each outstanding publicly-held share of Cheniere
Partners Holdings as part of a transaction that would be structured as a
merger of Cheniere Partners Holdings with a wholly-owned subsidiary of
Cheniere. The proposed consideration represents a value of $28.24 per
common share of Cheniere Partners Holdings based on the closing price of
CheniereÔÇÖs shares as of May 16, 2018. The proposed transaction is
expected to be a tax-free exchange to Cheniere Partners HoldingsÔÇÖ
shareholders.
Cheniere owns approximately 91.9% of the issued and outstanding shares
of Cheniere Partners Holdings.
The proposed transaction is subject to the negotiation and execution of
a definitive agreement and approval of such definitive agreement and
transactions contemplated thereunder by the board of directors of
Cheniere, the board of directors of Cheniere Partners Holdings, and a
conflicts committee established by the board of directors of Cheniere
Partners Holdings, and the consummation of the proposed transaction
would be subject to customary closing conditions. There can be no
assurance that any such approvals will be forthcoming, that a definitive
agreement will be executed, or that any transaction will be consummated.
About Cheniere Partners Holdings
Cheniere Partners Holdings
owns an approximately 48.6% limited partner interest in Cheniere Energy
Partners, L.P. (ÔÇ£Cheniere PartnersÔÇØ) (NYSE American: CQP) as of
March 31, 2018. Cheniere Partners HoldingsÔÇÖ 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 (ÔÇ£TrainsÔÇØ), 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 Partners
Holdings website at www.cheniere.com
and Quarterly Report on Form 10-Q for the quarter ended March 31, 2018,
filed with the Securities and Exchange Commission.
Forward-Looking Statements
This press release includes
ÔÇ£forward-looking statementsÔÇØ. In particular, statements using words such
as ÔÇ£may,ÔÇØ ÔÇ£will,ÔÇØ ÔÇ£could,ÔÇØ ÔÇ£should,ÔÇØ ÔÇ£expect,ÔÇØ ÔÇ£plan,ÔÇØ ÔÇ£project,ÔÇØ
ÔÇ£intend,ÔÇØ ÔÇ£anticipate,ÔÇØ ÔÇ£believe,ÔÇØ ÔÇ£estimate,ÔÇØ ÔÇ£predict,ÔÇØ ÔÇ£potential,ÔÇØ
ÔÇ£pursue,ÔÇØ ÔÇ£target,ÔÇØ ÔÇ£continue,ÔÇØ 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, and any other statements regarding
Cheniere Partners HoldingsÔÇÖ and CheniereÔÇÖs 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 negotiation and execution, and the
terms and conditions, of a definitive agreement relating to the proposed
transaction and the ability of Cheniere or Cheniere Partners Holdings to
enter into or consummate such an agreement; 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; failure to obtain the required vote of Cheniere Partners
HoldingsÔÇÖ shareholders; the timing to consummate the proposed
transaction; the impact of regulatory changes; and other factors
affecting future results disclosed in CheniereÔÇÖs and Cheniere Partners
HoldingsÔÇÖ respective filings with the SEC (available at the SECÔÇÖs
website at www.sec.gov),
including but not limited to those discussed under Item 1A, ÔÇ£Risk
FactorsÔÇØ, in CheniereÔÇÖs Annual Report on Form 10-K for the year ended
December 31, 2017 and Cheniere Partners HoldingsÔÇÖ 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.
Additional Information and Where to Find It
This
communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of a proxy or of any
vote or approval. This communication may be deemed to be solicitation
material in respect of the proposed transaction between Cheniere and
Cheniere Partners Holdings. In the event that the parties enter into a
definitive agreement with respect to the proposed transaction, the
parties intend to file a registration statement on Form S-4, containing
a proxy statement/prospectus (the ÔÇ£S-4ÔÇØ) with the SEC. This
communication is not a substitute for the registration statement,
definitive proxy statement/prospectus or any other documents that
Cheniere or Cheniere Partners Holdings may file with the SEC or send to
shareholders in connection with the proposed transaction. INVESTORS AND
SHAREHOLDERS OF CHENIERE PARTNERS HOLDINGS ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS IF AND WHEN FILED, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
When available, investors and security holders will be able to obtain
copies of the S-4, including the proxy statement/prospectus and any
other documents that may be filed with the SEC in the event that the
parties enter into a definitive agreement with respect to the proposed
transaction free of charge at the SECÔÇÖs website at http://www.sec.gov.
Copies of documents filed with the SEC by Cheniere will also be made
available free of charge on CheniereÔÇÖs website at www.cheniere.com.
Copies of documents filed with the SEC by Cheniere Partners Holdings
will also be made available free of charge on Cheniere Partners
HoldingsÔÇÖ website at www.cheniere.com.
Participants in the Solicitation
Cheniere, Cheniere Partners
Holdings and their respective directors and executive officers may be
deemed to be participants in any solicitation of proxies from Cheniere
Partners HoldingsÔÇÖ shareholders with respect to the proposed
transaction. Information about Cheniere Partners HoldingsÔÇÖ directors and
executive officers is set forth in Cheniere Partners HoldingsÔÇÖ 2017
annual report on Form 10-K, which was filed with the SEC on February 21,
2018. Information about CheniereÔÇÖs directors and executive officers is
set forth in CheniereÔÇÖs proxy statement for its 2018 Annual Meeting of
Shareholders, which was filed with the SEC on April 13, 2018. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the proposed
transaction if and when they become available. Investors should read the
proxy statement/prospectus carefully if and when it becomes available
before making any voting or investment decisions.
Contacts
Cheniere Energy Partners LP Holdings, LLC
Investors
Randy
Bhatia, 713-375-5479
Megan Light, 713-375-5492
or
Media
Relations
Eben Burnham-Snyder, 713-375-5764