LNG

Business Context and Reporting Period

This Form 8-K Current Report, dated May 20, 2014, details a material definitive agreement entered into by Sabine Pass Liquefaction, LLC ("SPL"), a wholly owned subsidiary of Cheniere Energy Partners, L.P., which is an indirect subsidiary of Cheniere Energy, Inc. The filing reports the closing of a private placement of senior secured notes.

Key Financial Metrics and Debt Issuance

SPL closed the sale of two tranches of senior secured notes on May 20, 2014, raising a total aggregate principal amount of $2.5 billion. The issuance details are as follows:

• 2024 Notes: $2.0 billion aggregate principal amount, 5.75% interest rate, maturing May 15, 2024.
• 2023 Notes: $500 million aggregate principal amount, 5.625% interest rate, maturing April 15, 2023. This constitutes a further issuance of an existing series.

Interest on both tranches is payable semi-annually in cash in arrears. The notes were sold on a private placement basis pursuant to Section 4(2) of the Securities Act and Rule 144A and Regulation S. The filing does not provide specific revenue, profit, cash flow, or margin data for the period.

Material Changes and Debt Structure

The primary material change is the increase in SPL's indebtedness by $2.5 billion. The notes are senior secured obligations ranking equal in right of payment with all existing and future senior secured indebtedness of SPL. They are effectively senior to unsecured senior indebtedness to the extent of the collateral value. As of the issue date, the notes were not guaranteed but will be guaranteed in the future by all of SPL's future restricted subsidiaries.

Outlook, Covenants, and Unusual Items

Redemption Provisions:

• 2024 Notes: Redeemable prior to February 15, 2024, at a "make-whole" price. On or after February 15, 2024, redeemable at 100% of principal plus accrued interest.
• 2023 Notes: Redeemable prior to January 15, 2023, at a "make-whole" price. On or after January 15, 2023, redeemable at 100% of principal plus accrued interest.

Covenants: The indenture includes customary covenants limiting SPL's ability to incur additional indebtedness, issue preferred stock, make certain investments, pay dividends, sell assets, or enter into certain LNG sales contracts. Registration Rights: SPL entered into a Registration Rights Agreement to use commercially reasonable efforts to file a registration statement for an exchange offer within 360 days of the issue date. Failure to comply may result in additional interest payments.

Investor Verification Checklist

• Verify the total debt load of Sabine Pass Liquefaction, LLC post-issuance and its impact on leverage ratios.
• Confirm the specific collateral securing the notes and the value of assets backing the senior secured status.
• Review the full text of the Fourth and Fifth Supplemental Indentures (Exhibits 4.1 and 4.2) for detailed covenant limitations on dividends and asset sales.
• Monitor the timeline for the registration statement filing required under the Registration Rights Agreement to avoid potential additional interest costs.
• Assess the impact of the new debt service obligations (semi-annual interest payments) on future cash flow projections.