HOUSTON, TX – In a move set to streamline operations and consolidate its holdings, Cheniere Energy, Inc. (NYSE American: LNG) and Cheniere Energy Partners LP Holdings, LLC (NYSE American: CQH) announced a definitive merger agreement on June 19, 2018. Under the terms of the agreement, Cheniere Energy will acquire all publicly held shares of Cheniere Energy Partners Holdings that it does not currently own.
The acquisition will be executed as a stock-for-share transaction. Cheniere Energy Partners Holdings’ shareholders are slated to receive a fixed exchange ratio of 0.4750 Cheniere shares for each publicly held share of Cheniere Energy Partners Holdings. Based on Cheniere’s closing share price on June 18, 2018, the deal values Cheniere Energy Partners Holdings at $30.93 per common share. The transaction is structured to qualify as a tax-free reorganization for Cheniere Energy Partners Holdings shareholders, offering a smooth transition for investors.
The terms of this merger were carefully negotiated by a conflicts committee of the Cheniere Energy Partners Holdings board, acting on behalf of the company and its public shareholders. Both the Cheniere Energy Partners Holdings and Cheniere boards of directors have unanimously approved the agreement, signaling strong confidence in the strategic direction of this consolidation.
The merger is anticipated to be finalized by the end of the third quarter of 2018, pending customary closing conditions. Upon completion, Cheniere Energy Partners Holdings will merge into a wholly-owned subsidiary of Cheniere, simplifying the corporate structure and potentially enhancing operational efficiencies.
J.P. Morgan Securities LLC served as the financial advisor for Cheniere, with Sullivan & Cromwell LLP providing legal counsel. On the Cheniere Energy Partners Holdings side, Jefferies LLC acted as the financial advisor to the conflicts committee, and Richards, Layton & Finger, P.A. provided legal advisory services.
About Cheniere Energy
Cheniere Energy, Inc., headquartered in Houston, is a leading energy company focused primarily on the liquefied natural gas (LNG) sector. The company owns and operates the Sabine Pass LNG terminal in Louisiana, a key facility in the global LNG market. Through its subsidiary, Cheniere Energy Partners, L.P. (NYSE American: CQP), Cheniere is actively expanding its LNG capabilities. This expansion includes the development, construction, and operation of liquefaction projects near Corpus Christi, Texas, and at the existing Sabine Pass LNG terminal. Furthermore, Cheniere continues to explore strategic opportunities to grow its core LNG business.
About Cheniere Energy Partners Holdings
Cheniere Energy Partners Holdings’ primary asset is its approximately 48.6% limited partner interest in Cheniere Energy Partners, as of March 31, 2018. The company’s financial performance is directly tied to the success and operations of Cheniere Energy Partners. Cheniere Energy Partners is focused on developing and operating natural gas liquefaction facilities at the Sabine Pass LNG terminal. The project at Sabine Pass is substantial, with plans for up to six liquefaction trains. Currently, Trains 1 through 4 are fully operational, Train 5 is under construction, and Train 6 is in the commercialization phase with all necessary regulatory approvals secured. Each train is designed to have a nominal production capacity of approximately 4.5 million tonnes per annum (mtpa) of LNG, with an adjusted nominal capacity between 4.3 and 4.6 mtpa when accounting for maintenance and operational factors. Beyond liquefaction, Cheniere Energy Partners also owns and operates regasification facilities at the Sabine Pass LNG terminal and the Creole Trail Pipeline, which connects the terminal to major interstate natural gas pipelines.
For more detailed information about Cheniere Energy and its operations, please visit www.cheniere.com.
Forward-Looking Statements
This announcement contains forward-looking statements as defined under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements, identified by terms like “expect,” “plan,” “believe,” “anticipate,” and similar expressions, relate to future events and expectations. Specifically, these statements include projections regarding the proposed merger, its anticipated benefits, costs, and timeline, the expected tax treatment, and the satisfaction of closing conditions. These forward-looking statements are based on management’s current estimates and assumptions, which are inherently subject to risks and uncertainties beyond the companies’ control.
Numerous factors could cause actual results to differ materially from these projections. These include risks associated with the non-completion of the merger, potential negative impacts from the announcement and pendency of the merger, the realization of anticipated cost savings and benefits, regulatory changes, and broader factors detailed in Cheniere’s and Cheniere Energy Partners Holdings’ filings with the Securities and Exchange Commission (SEC), including their respective Annual Reports on Form 10-K. Investors are encouraged to review these filings, available on the SEC’s website at www.sec.gov, for a comprehensive understanding of these risks, particularly the “Risk Factors” sections. These forward-looking statements are relevant as of the announcement date, and the companies undertake no obligation to update them, except as legally required.
Important Information for Investors and Shareholders
This announcement is not an offer to sell securities or a solicitation of any consent or approval. The proposed merger will be presented to Cheniere Energy Partners Holdings shareholders for their consideration. Cheniere will file a Registration Statement with the SEC, including a consent statement/prospectus for Cheniere Energy Partners Holdings shareholders. Investors and security holders are urged to read the consent statement/prospectus and other relevant documents filed with the SEC carefully when available, as they will contain crucial information about the merger. These documents will be available free of charge on the SEC’s website at http://www.sec.gov.
Participants in the Solicitation
Cheniere, Cheniere Energy Partners Holdings, and their respective directors and executive officers may be considered participants in the solicitation of consents regarding the merger. Information about Cheniere’s directors and executive officers is available in its proxy statement filed with the SEC on April 13, 2018. Information about Cheniere Energy Partners Holdings’ directors and executive officers is in its Annual Report on Form 10-K filed on February 21, 2018. These documents are accessible free of charge from the sources mentioned above. Further details about the participants and their interests will be included in the consent statement/prospectus and other relevant materials to be filed with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180619005412/en/
Contacts:
Cheniere Energy, Inc.
Investors
Randy Bhatia 713-375-5479
Megan Light 713-375-5492
Media Relations
Eben Burnham-Snyder 713-375-5764
Source: Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC
Released June 19, 2018
