HOUSTON–(BUSINESS WIRE)–Cheniere Energy, Inc. (“Cheniere”) (NYSE American: LNG) and Cheniere Energy Partners LP Holdings, LLC (“Cheniere Partners Holdings”) (NYSE American: CQH) announced today that they have reached a definitive agreement under which Cheniere will acquire all of the publicly-held shares of Cheniere Partners Holdings not already owned by Cheniere in a stock for share transaction pursuant to which Cheniere Partners Holdings’ shareholders will receive a fixed exchange ratio of 0.4750 Cheniere shares for each outstanding publicly-held share of Cheniere Partners Holdings. The transaction is valued at $30.93 per common share of Cheniere Partners Holdings based on the closing price of Cheniere’s shares as of June 18, 2018. The transaction is expected to qualify as a tax-free reorganization for Cheniere Partners Holdings’ shareholders.
The conflicts committee of the board of directors of Cheniere Partners Holdings negotiated the transaction on behalf of Cheniere Partners Holdings and its public shareholders. The transaction was unanimously approved by the boards of directors of both Cheniere Partners Holdings and Cheniere.
The transaction is expected to close by the end of third quarter 2018, subject to customary closing conditions. Upon consummation of the transaction, Cheniere Partners Holdings will merge with a wholly owned subsidiary of Cheniere.
J.P. Morgan Securities LLC and Sullivan & Cromwell LLP acted as financial and legal advisors to Cheniere. Jefferies LLC and Richards, Layton & Finger, P.A. acted as financial and legal advisors to the conflicts committee of Cheniere Partners Holdings.
Cheniere Energy, Inc., a Houston-based energy company primarily engaged in LNG-related businesses, owns and operates the Sabine Pass LNG terminal in Louisiana. Directly and through its subsidiary, Cheniere Energy Partners, L.P. (“Cheniere Partners”) (NYSE American: CQP), Cheniere is developing, constructing, and operating liquefaction projects near Corpus Christi, Texas and at the Sabine Pass LNG terminal, respectively. Cheniere is also exploring a limited number of opportunities directly related to its existing LNG business.
About Cheniere Partners Holdings
Cheniere Partners Holdings owns an approximately 48.6% limited partner interest in Cheniere Partners as of March 31, 2018. Cheniere Partners Holdings’ 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 (“Trains”), 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.