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Cheniere Energy Partners , L.P. (NYSE:CQP), a company with a market capitalization of $26.46 billion, announced Thursday the completion of its previously disclosed private placement of $1.0 billion in aggregate principal amount of 5.550% senior notes due 2035, according to a statement based on a Securities and Exchange Commission filing.
The notes were issued under a supplemental indenture dated July 10, 2025, and will mature on October 30, 2035. Interest on the notes will be paid semi-annually at a rate of 5.550% per year, with the first payment scheduled for April 30, 2026.
The senior unsecured notes rank equally with Cheniere Partners’ other existing and future unsubordinated debt and are guaranteed by current and future subsidiaries that also guarantee the company’s revolving credit facility. The notes were offered in a private placement and were not registered under the Securities Act of 1933, relying on exemptions provided by Section 4(a)(2), Rule 144A, and Regulation S.
Cheniere Partners has the option to redeem the notes, in whole or in part, at any time before April 30, 2035, at a price equal to the greater of 100% of the principal amount or a make-whole premium, plus accrued and unpaid interest. On or after April 30, 2035, the notes may be redeemed at 100% of the principal amount plus accrued interest.
The indenture governing the notes includes customary covenants that limit the company’s ability to incur liens, enter into sale-leaseback transactions, and consolidate, merge, or sell substantially all assets, subject to certain exceptions and limitations.
In connection with the issuance, Cheniere Partners and its guarantors entered into a registration rights agreement with the initial purchasers, including Morgan Stanley & Co (NYSE:MS). LLC, RBC Capital Markets, LLC, CIBC (TSX:CM) World Markets Corp., HSBC Securities (USA) Inc., Santander (BME:SAN) US Capital Markets LLC, and Wells Fargo (NYSE:WFC) Securities, LLC. The company has agreed to use commercially reasonable efforts to file and make effective a registration statement to exchange the notes for registered securities of like principal amount within 360 days after the issue date. If these obligations are not met, Cheniere Partners will be required to pay additional interest.
This summary is based on a press release statement and the company’s SEC filing.
In other recent news, Cheniere Energy Partners announced the pricing of its Senior Notes due 2035 at an interest rate of 5.550% per annum. The notes will be issued at 99.731% of their par value and are expected to mature on October 30, 2035. The company plans to use the proceeds from this offering to aid its subsidiary, Sabine Pass Liquefaction, LLC, in redeeming a portion of its outstanding senior secured notes due in 2026. These newly priced notes will hold equal payment rights with Cheniere Partners’ existing senior notes, including those set to mature in various years between 2029 and 2034. The offering is part of Cheniere’s broader debt management strategy, though it has not been registered under the Securities Act of 1933. Consequently, the notes cannot be offered or sold in the United States without registration or an applicable exemption. This development follows Cheniere Partners’ announcement of its intention to offer these Senior Notes, subject to market conditions.
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