RISK FACTORS

Before deciding to participate in the exchange offer, you should carefully consider the risks and uncertainties described below together with all other information contained in this prospectus. The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements. We may encounter risks in addition to those described below.

Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

The risk factors in this prospectus are grouped into the following categories:

Risks Relating to Completion of the CCL Project

Our ability to complete construction of Stage 1 and the Corpus Christi Pipeline depends on our ability to obtain sufficient equity funding to cover the remaining equity-funded share of the capital costs of the CCL Project. If we are unable to obtain sufficient equity funding, we will not be able to draw on all of the Loans provided under our Term Loan Facility and may not be able to complete construction of Stage 1 and the Corpus Christi Pipeline.

On May 13, 2015, Cheniere entered into the CEI Equity Contribution Agreement for the benefit of CCH pursuant to which Cheniere agreed to provide a tiered equity contribution of approximately $2.64 billion for Stage 1 and the Corpus Christi Pipeline. The First Tier Equity Funding, approximately $1.499 billion, was contributed to CCH concurrently with the closing of the Term Loan Facility. The Second Tier Pro Rata Equity Funding will be contributed concurrently and pro rata with Senior Debt funding, including under the Term Loan Facility and these notes, starting on the date on which any further disbursements of our Senior Debt would result in a Senior Debt/Equity Ratio of greater than 75:25. Cheniere is required to provide Second Tier Pro Rata Equity Funding up to a maximum amount of approximately $1.137 billion for the construction of Stage 1 and the Corpus Christi Pipeline. We estimate that in order for us to continue to fund the CCL Project on our current timeline, Cheniere will have to make Second Tier Pro Rata Equity Funding payments beginning in late 2016 / early 2017.

We are dependent on Cheniere to provide this equity funding. If Cheniere is unable to or does not provide this equity funding when requested, we will not be able to draw on the remaining commitments under the Term Loan Facility, and, under certain circumstances, failure to timely provide this equity funding following a funding request will constitute an event of default under the Term Loan Facility and the indenture for the New Notes. The insufficiency of equity contributions to meet the equity-funded portion of our finance plan for the Stage 1 and the Corpus Christi Pipeline may cause a delay in development of our Trains and the Corpus Christi Pipeline and we may never be able to complete Stage 1 and the Corpus Christi Pipeline. Even if we are able to obtain alternative equity funding, the funding may be inadequate to cover any increases in costs and may not be sufficient to mitigate the impact of delays in completion of the applicable Train or the Corpus Christi Pipeline, which may cause a delay in the receipt of revenues projected therefrom or cause a loss of one or more customers in the event of significant delays. Any significant construction delay, whatever the cause, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

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Construction of Stage 2 will require significant financial resources and satisfaction of various other conditions. If we are unable to obtain sufficient financial resources to construct Stage 2 or satisfy the other conditions, including regulatory conditions, required to construct Stage 2, we may be unable to fully develop the CCL Project and may suffer adverse consequences under certain existing contractual arrangements.

It is our current business plan to construct Stage 2 of the CCL Project and we currently have in place the EPC Contract (T3). If we fail to issue the full NTP under the EPC Contract (T3) by December 31, 2016 (as may be extended by mutual agreement of CCL and Bechtel), then either we or Bechtel may terminate the EPC Contract (T3). See “Description of Material Project Agreements—EPC Contract (T3).” We also have in place the EDP SPA, the term of which commences upon the date of first commercial delivery of LNG for Train Three, and provides for an annual contract quantity of 40,000,000 MMBtu of LNG, equating to expected annual contracted cash flow from fixed fees of $140.0 million. See “Description of Material Project Agreements—EDP SPA.” We also have obtained necessary regulatory approval for the construction and operation of Stage 2. See “Business—Governmental Regulation.”

However, we need to meet significant additional conditions to construct Stage 2 as part of the CCL Project, including regulatory conditions. The construction of Stage 2 as part of the CCL Project will constitute an “Expansion” under the terms of our Common Terms Agreement and the indenture and would require us to meet certain conditions thereunder, including obtaining the consent of our senior lenders under the Common Terms Agreement and the demonstration of an Indenture Projected Fixed DSCR (as defined in the Description of Senior Notes) of at least 1.40:1.00 under our indenture. For more information on the applicable conditions, see “Description of Senior Notes—Expansions” and “Description of Senior Notes—Incurrence of Senior Debt—Expansion Senior Debt.”

If we were to construct Stage 2, we estimate that total expected capital costs for Stage 2 would be between $2.0 billion and $4.0 billion, before financing costs, and between $3.0 billion and $5.0 billion after financing costs including, in each case, estimated owner’s costs and contingencies. Accordingly, we will require significant debt and equity financing to be able to commence construction of Stage 2, which will depend in part on our ability to enter into additional SPAs for the sale of LNG.

We can provide no assurances that we will be able to satisfy the applicable conditions under our Common Terms Agreement or the indenture with respect the construction of Stage 2. We may not be able to enter into additional SPAs or obtain debt and/or equity financing for the construction of Stage 2 on terms that result in positive economics to us, or at all. We also may not be able to obtain consent from the senior creditors under our Common Terms Agreement to proceed with the Stage 2 construction. Any of these events or an inability to meet other conditions applicable to the construction of Stage 2 would cause us not to be able to construct Stage 2 on a timely basis, or at all. Consequently, there is no assurance that we will ultimately construct Stage 2 and the holders of the New Notes should not rely on or expect that we will have any revenues from LNG produced by Stage 2 or current or future SPAs related to LNG from Stage 2. Additionally, if we do not construct Stage 2 in a timely basis or at all, counterparties under our existing contracts related to Stage 2 could seek remedies if available under those contracts or be entitled to termination costs or fees. Any modifications to our existing contracts as a result of our failure to construct Stage 2 on a timely basis or at all could result in costs to us. For example, under the EPC Contract (T3), if we fail to issue the full NTP under the contract by December 31, 2016 (as may be extended by mutual agreement of CCL and Bechtel), then either party may terminate the EPC Contract (T3), and Bechtel will be entitled to reimbursement of costs reasonably incurred by Bechtel on account of such termination and a lump sum of $5,000,000. See “Description of Material Project Agreements—EPC Contract (T3)” and “Description of Material Project Agreements—EDP SPA.”

In lieu of, or in addition to, Stage 2 or any subsequent stages or expansion of the CCL Project, Cheniere or an affiliate of Cheniere may develop one or more Trains and related facilities adjacent to the CCL Project as part of a separate project that is not owned by us. In this case, we may transfer and/or amend previously-obtained permits and

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other authorizations or applications such that they may be used by that project. We also may enter into arrangements with such a separate project to share the use and capacity of each other’s land and facilities, including pooling of capacity of the Trains, sharing of common facilities, such as storage tanks and berths, and use of capacity of the pipeline facilities, to the extent permitted under the Finance Documents. These sharing arrangements would be subject to quiet enjoyment rights both for the Project Entities and the owner of the other Train(s). In order to undertake these facility sharing arrangements, we would need to satisfy certain conditions under our indenture that are described under “Description of Senior Notes—Covenants Applicable to the Notes—Sharing of Project Facilities.”

Cost overruns and delays in the completion of one or more of our Trains or the Corpus Christi Pipeline, as well as difficulties in obtaining sufficient financing to pay for such costs and delays, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

The actual construction costs of the CCH Terminal Facility and the Corpus Christi Pipeline may be significantly higher than our current estimates as a result of many factors, including change orders under existing or future engineering, procurement and construction contracts resulting from the occurrence of certain specified events that may give Bechtel the right to cause us to enter into change orders or resulting from changes with which we otherwise agree. We have already experienced increased costs due to change orders under the EPC Contract (T1/T2) (see “Description of Material Project Agreements—EPC Contract (T1/T2)—Contract Price”). Although employees of Cheniere have experience building LNG facilities in other locations, Cheniere itself did not have any prior experience in constructing liquefaction facilities other than the ongoing experience obtained in connection with the construction of Trains at Cheniere’s natural gas liquefaction facility at Sabine Pass (the “Sabine Pass Liquefaction Project”). Other than Trains 1 and 2 of the Sabine Pass Liquefaction Project, no liquefaction facilities have been constructed and placed in service in the United States in over 40 years. As construction progresses, we may decide or be forced to submit change orders to our contractor that could result in longer construction periods, higher construction costs or both, including change orders to comply with existing or future environmental or other regulation.

Delays in the construction of the CCH Terminal Facility and the Corpus Christi Pipeline beyond the estimated development periods, as well as change orders to the engineering, procurement and construction contracts with Bechtel, engineering, procurement and construction contracts for the Corpus Christi Pipeline or any future engineering, procurement and construction contract related to additional Trains, could increase the cost of completion beyond the amounts that we estimate, which could require us to obtain additional sources of financing to fund our operations until the CCL Project is fully constructed (which could cause further delays). Our ability to obtain financing that may be needed to provide additional funding to cover increased costs will depend, in part, on factors beyond our control. Accordingly, we may not be able to obtain financing on terms that are acceptable to us, or at all. Even if we are able to obtain financing, we may have to accept terms that are disadvantageous to us or that may have a material adverse effect on our current or future business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Delays in the completion of one or more Trains or the Corpus Christi Pipeline could lead to reduced revenues or termination of one or more of the SPAs by our counterparties.

Any delay in completion of a Train or the Corpus Christi Pipeline could cause a delay in the receipt of revenues projected from the CCL Project, or cause a loss of one or more customers in the event of significant delays. In particular, each of our SPAs provides that the counterparty may terminate that SPA if the relevant Train does not timely commence commercial operations. As a result, any significant construction delay, whatever the cause, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

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We are dependent on Bechtel and other contractors for the successful completion of the CCL Project.

Timely and cost-effective completion of the CCL Project in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of Bechtel and our other contractors under their agreements. The ability of Bechtel and our other contractors to perform successfully under their agreements is dependent on a number of factors, including their ability to:

Although some agreements may provide for liquidated damages, if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of the CCL Project, and any liquidated damages that we receive may not be sufficient to cover the damages that we suffer as a result of any such delay or impairment. The obligations of Bechtel and our other contractors to pay liquidated damages under their agreements are subject to caps on liability, as set forth therein (see “Description of Material Project Agreements—EPC Contract (T1/T2)—Limitation on Bechtel’s Liability”, “—EPC Contract (T3)—Limitation on Bechtel’s Liability”, “—Pipeline Construction Agreement—Associated Pipe Line Aggregate Liability”, “—Metering Station Construction Agreement—Ref-Chem Aggregate Liability” and “—Compressor Station Construction Agreement—Sunland Aggregate Liability”).

Furthermore, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under their contracts and increase the cost of the CCL Project or result in a contractor’s unwillingness to perform further work on the CCL Project. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement for any reason or terminates its agreement, we would be required to engage a substitute contractor. This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

We currently have no revenues or cash flows. Our ability to achieve profitability and generate positive operating cash flow in the future is subject to significant uncertainty.

We will continue to incur significant capital and operating expenditures while we develop and construct the CCL Project. We currently project that we will not generate cash flow from operations until mid-2019, when Train One is expected to achieve substantial completion. Any delays beyond the expected development periods for Train One and Train Two would prolong, and could increase the level of, our operating losses and negative operating cash flows. Our future liquidity may also be affected by the timing of construction financing availability in relation to the incurrence of construction costs and other outflows and by the timing of receipt of cash flow under SPAs in relation to the incurrence of project and operating expenses. Moreover, many factors (including factors beyond our control) could result in a disparity between liquidity sources and cash needs, including factors such as construction delays and breaches of agreements. Our ability to generate any significant positive operating cash flows and achieve profitability in the future is dependent on our ability to successfully and timely complete the applicable Train.

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We are relying on third-party engineers to estimate the future capacity ratings and performance capabilities of the CCL Project, and these estimates may prove to be inaccurate.

We are relying on third parties, principally Bechtel, for the design and engineering services underlying our estimates of the future capacity ratings and performance capabilities of the CCL Project. If any Train, when actually constructed, fails to have the capacity ratings and performance capabilities that we intend, the estimates set forth in this prospectus may not be accurate. Failure of any of our Trains to achieve our intended capacity ratings and performance capabilities could prevent us from achieving the commercial start dates under our SPAs and could have a material adverse effect on our business, contracts, operating results, financial condition, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

If third-party pipelines and other facilities interconnected to our pipelines and facilities are or become unavailable to transport natural gas, this could have a material adverse effect on our business, financial condition, operating results, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

We will depend upon third-party pipelines and other facilities that will provide gas delivery options to the CCL Project. If the construction of new or modified pipeline connections is not completed on schedule or any pipeline connection were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity or any other reason, our ability to meet our SPA obligations and continue shipping natural gas from producing regions could be restricted, thereby reducing our revenues which could have a material adverse effect on our business, financial condition, operating results, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the export of LNG or the design, construction and operation of the CCL Project, including with respect to any expansions thereof, could impede construction and operations and could have a material adverse effect on us.

The design, construction and operation of interstate natural gas pipelines and liquefaction facilities constituting the CCL Project, and the export of LNG and the transportation of natural gas are highly regulated activities. Approvals of the FERC and DOE under Section 3 and Section 7 of the NGA, as well as several other material governmental and regulatory approvals and permits, including several under the Clean Air Act (the “CAA”) and the Clean Water Act (the “CWA”), are required in order to export LNG, and to construct and operate an LNG facility and an interstate natural gas pipeline. Although the FERC, in the December 2014 Order, authorized the siting, construction and operation of Stage 1 and Stage 2 of the CCL Project and issued a certificate of public convenience and necessity authorizing CCP to construct and operate the Corpus Christi Pipeline, the December 2014 Order requires us to obtain certain additional approvals in conjunction with ongoing construction and operations of our liquefaction and pipeline facilities. We will be required to obtain similar approvals and permits with respect to any expansion or modification of our liquefaction and pipeline facilities. We cannot control the outcome of FERC’s or DOE’s review and approval processes. Certain of these governmental permits, approvals and authorizations are or may be subject to rehearing requests, appeals and other challenges. See “Business—Governmental Regulation.”

Authorizations obtained from the FERC, DOE and other federal and state regulatory agencies also contain ongoing conditions, and additional approval and permit requirements may be imposed. We do not know whether or when any such approvals or permits can be obtained, or whether any existing or potential interventions or other actions by third parties will interfere with our ability to obtain and maintain such permits or approvals. If we are unable to obtain and maintain the necessary approvals and permits, we may not be able to recover our investment in the CCL Project. There is no assurance that we will obtain and maintain these governmental permits, approvals and authorizations, or that we will be able to obtain them on a timely basis, and failure to

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obtain and maintain any of these permits, approvals or authorizations could have a material adverse effect on our business, financial condition, operating results, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

The Corpus Christi Pipeline and its FERC gas tariff is subject to FERC regulation.

The Corpus Christi Pipeline is subject to regulation by the FERC under the NGA and under the Natural Gas Policy Act of 1978 (the “NGPA”). The FERC regulates the transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities. Under the NGA, the rates charged by the Corpus Christi Pipeline must be just and reasonable, and we are prohibited from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service. If we fail to comply with all applicable statutes, rules, regulations and orders, the Corpus Christi Pipeline could be subject to substantial penalties and fines.

Our FERC gas tariff (the “Tariff”), including our pro forma transportation agreements, must be filed and approved by the FERC. Before we enter into a transportation agreement with a shipper that contains non-conforming terms from our filed Tariff, we must seek FERC approval. The FERC may approve the non-conforming terms in the transportation agreement; however, in that case, the non-conforming terms must be made available to our other similarly-situated customers. If we fail to seek FERC approval of a transportation agreement with non-conforming terms, or if the FERC audits our contracts and finds deviations that appear to be unduly discriminatory, the FERC could conduct a formal enforcement investigation, resulting in serious penalties and/or onerous ongoing compliance obligations.

Should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines. Under the Energy Policy Act of 2005 (the “EPAct”), the FERC has civil penalty authority under the NGA and the NGPA to impose penalties for current violations of up to $1.0 million per day for each violation.

Pipeline safety integrity programs and repairs may impose significant costs and liabilities on us.

The Department of Transportation’s (“DOT”) Pipeline and Hazardous Materials Safety Administration (“PHMSA”) requires pipeline operators to develop integrity management programs to comprehensively evaluate certain areas along their pipelines and to take additional measures to protect pipeline segments located in “high consequence areas” where a leak or rupture could potentially do the most harm. As an operator, we are required to:

We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures. Should we fail to comply with applicable statutes and the Office of Pipeline Safety’s rules and related regulations and orders, we could be subject to significant penalties and fines.

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Hurricanes or other disasters could result in an interruption of our operations, a delay in the completion of the CCL Project, higher construction costs, and the deferral of the dates on which payments are due under the SPAs, all of which could adversely affect us.

In August and September of 2005, Hurricanes Katrina and Rita, respectively, damaged coastal and inland areas located in Texas, Louisiana, Mississippi and Alabama. In September 2008, Hurricane Ike struck the Texas and Louisiana coast. Hurricane events such as these can cause damage to facilities and delay construction. For instance, these storms resulted in suspension of construction and minor damage to the Sabine Pass LNG terminal that is also operated by Cheniere LNG O&M Services, LLC.

Future storms and related storm activity and collateral effects, or other disasters such as explosions, fires, floods or accidents, could result in damage to, or interruption of operations at, the CCH Terminal Facility, the Corpus Christi Pipeline or related infrastructure, as well as delays or cost increases in the construction and the development of the CCL Project and following the completion of any Train, interruption of operations of such Train. Changes in the global climate may have significant physical effects, such as increased frequency and severity of storms, floods, and rising sea levels; if any such effects were to occur, they could have an adverse effect on our coastal operations.

Risks Relating to Development and Operation of our Business

We may not be successful in implementing our proposed business strategy to provide liquefaction capabilities at the CCL Project.

It will take several years to construct the CCL Project, and we do not expect Train One to achieve substantial completion until mid-2019, and even if successfully constructed, the CCL Project would be subject to the operating risks described herein. Accordingly, there are many risks associated with the CCL Project, and if we are not successful in implementing our business strategy, we may not be able to generate cash flows, which could have a material adverse impact on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

We may not construct or operate all of our proposed LNG facilities or Trains or any additional LNG facilities or Trains beyond those currently planned, which could limit our growth prospects.

We may not construct some of our proposed LNG facilities or Trains, whether due to lack of commercial interest or inability to obtain financing or otherwise. Our ability to develop additional liquefaction facilities will also depend on the availability and pricing of LNG and natural gas in North America and other places around the world. Competitors may have longer operating histories, more development experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources and access to sources of natural gas and LNG than we do. In addition, we need to meet significant additional conditions to construct additional Trains as part of the CCL Project. The construction of additional Trains as part of the CCL Project will constitute an “Expansion” under the terms of our Common Terms Agreement and the indenture, and would require us to meet certain conditions thereunder, including obtaining the consent of our senior lenders under the Common Terms Agreement, and the demonstration of an Indenture Projected Fixed DSCR (as defined in the Description of Senior Notes) of at least 1.40:1.00 under our indenture. If we are unable or unwilling to construct and operate additional LNG facilities, our prospects for growth will be limited.

Our cost estimates for Trains are subject to change as a result of cost overruns, change orders under existing or future construction contracts, changes in commodity prices (particularly nickel and steel), escalating labor costs and the potential need for additional funds to be expended to maintain construction schedules. In addition, we would incur significant capital costs in connection with the construction of any additional Trains. In the event we experience cost overruns, increased capital costs, and/or delays, the amount of funding needed to complete a Train could exceed our available funds and result in our failure to complete such Train and thereby negatively impact our business and limit our growth prospects and our ability to make payments of interest, premium, if any, or principal on the New Notes.

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We may enter into certain arrangements to share the use and operations of our facilities with adjacent projects, which would require us to meet certain conditions under the indenture related to these notes. Despite the protection provided by the indenture, the nature of such sharing arrangements is not currently known and may limit our operational flexibility, use of land and/or facilities and the ability of the Security Trustee to take certain enforcement actions against the Collateral.

Cheniere has formed two entities, which are not owned or controlled by CCH, to develop two Trains and one storage tank adjacent to the CCL Project, along with a second natural gas pipeline. If these entities ultimately construct these Trains and facilities or any additional Trains or facilities, they would not be part of the CCL Project but the Project Entities may nevertheless enter into sharing arrangements with the entities owning those Trains and related facilities that would involve sharing the use and capacity of each other’s land and facilities, including pooling of capacity of Trains, sharing of common facilities, such as storage tanks and berths, and use of capacity of the pipeline facilities, to the extent permitted under the Finance Documents. The Project Entities also may transfer and/or amend previously-obtained permits and other authorizations or applications such that they may be used by those entities. As future arrangements that would only be fully determined if the circumstances arise, there is uncertainty as to the full scope and impact of these sharing arrangements. The indenture will require us to meet certain conditions in respect of such sharing arrangements. See “Description of Senior Notes—Covenants Applicable to the Notes—Sharing of Project Facilities.” These sharing arrangements would be subject to quiet enjoyment rights both for the Project Entities and the owner of the other Train(s). The nature of these sharing arrangements could limit the ability of the Security Trustee to take certain enforcement action against the Collateral in respect of which quiet enjoyment rights have been granted to a third party.

Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that we have entered into, and we could be materially and adversely affected if any customer fails to perform its contractual obligations for any reason.

Our future results and liquidity are substantially dependent on the performance, upon satisfaction of the conditions precedent to payment thereunder, by Endesa, Iberdrola, Gas Natural Fenosa, Woodside, Pertamina, EDF and EDP, each of which has entered into an SPA (and, in the case of Endesa, two SPAs) with us and agreed to pay us approximately $410.6 million, $138.9 million, $273.8 million, $154.4 million, $138.9 million (increasing to $277.8 million in the contract year in which Train Two becomes commercially operable), $140.0 million and $140.0 million in fixed fees annually, respectively. We are dependent on each customer’s continued willingness and ability to perform its obligations under its SPA. We are exposed to the credit risk of any guarantor of these customers’ obligations under their respective SPAs in the event that we must seek recourse under a guaranty. If any customer fails to perform its obligations under its SPA, our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes could be materially and adversely affected, even if we were ultimately successful in seeking damages from that customer or its guarantor for a breach of the SPA.

Your ability to evaluate our prospects will be limited because we are a development stage company without any operating history.

Our lack of operating history may limit your ability to evaluate our prospects because of:

We may not be able to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs, which could have a material adverse effect on us.

Under the SPAs with our customers, we are required to make available to them a specified amount of LNG at specified times. However, we may not be able to purchase or receive physical delivery of sufficient quantities

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of natural gas to satisfy those obligations, which may provide affected SPA customers with the right to terminate their SPAs. Our failure to purchase or receive physical delivery of sufficient quantities of natural gas could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.

Health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in personal harm or injury, penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a significant health and safety incident is likely to be costly in terms of potential liabilities. Such a failure could generate public concern and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies and local communities, which in turn could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

We are entirely dependent on Cheniere, including employees of Cheniere and its subsidiaries, for key personnel, and the unavailability to Cheniere of skilled workers or failure by Cheniere to attract and retain qualified personnel, or increased labor costs could have a material adverse effect on our business.

As of September 30, 2016 Cheniere and its subsidiaries had 940 full-time employees, including approximately 100 employees who directly supported the CCL Project. We have contracted with subsidiaries of Cheniere to provide the personnel necessary for the construction, operation, maintenance and management of the CCL Project. The same Cheniere subsidiaries also provide personnel necessary for the construction, operation, maintenance and management for the Sabine Pass Liquefaction Project. We depend on Cheniere’s subsidiaries hiring and retaining personnel sufficient to provide support for the CCL Project. Cheniere competes with other liquefaction projects in the United States and globally, other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate liquefaction facilities and pipelines and to provide our customers with the highest quality service. We also compete with any other project Cheniere is developing, including the Sabine Pass Liquefaction Project, for the time and expertise of Cheniere’s personnel. Further, we and Cheniere face competition for highly skilled employees in the immediate vicinity of the CCL Project, more generally from the Gulf Coast hydrocarbon processing and construction industries, and from other LNG liquefaction projects.

Our executive officers are officers and employees of Cheniere and its affiliates. We do not maintain key person life insurance policies on any personnel, and we do not have any employment contracts or other agreements with key personnel binding them to provide services for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business.

A shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult to attract and retain qualified personnel and could require an increase in the wage and benefits packages that are offered, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

We have numerous contractual and commercial relationships, and conflicts of interest, with Cheniere and its affiliates.

We have agreements to compensate and to reimburse expenses of affiliates of Cheniere, including our CCL O&M Agreement, CCP O&M Agreement, the CCL Management Services Agreement, the CCP Management Services Agreement and the Gas and Power Supply Services Agreement. See “Certain Relationships and Related

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Party Transactions.” These agreements involve conflicts of interest between us, on the one hand, and Cheniere and its other affiliates, on the other hand.

CCL has entered into two fixed-price 20-year SPAs with CMI UK. Under the CMI Foundation SPA, at CMI UK’s option, which has not been exercised yet, the term of the CMI Foundation SPA commences upon the date of first commercial delivery for Train Two and includes an annual contract quantity of 40,000,000 MMBtu of LNG. The second SPA, the CMI Base SPA, allows CMI UK to purchase, at its option, (i) up to a cumulative total of 150,000,000 MMBtu of LNG within the commissioning periods for Train One, Train Two, and Train Three, (ii) any LNG produced from the end of the commissioning period for Train One until the date of first commercial delivery of LNG from Train One, and (iii) any excess LNG produced by the CCH Terminal Facility that is not committed to customers under third-party SPAs or to CMI UK under the CMI Foundation SPA, as determined by us in each contract year.

In addition, Cheniere is currently developing the Sabine Pass Liquefaction Project in Cameron Parish, Louisiana, adjacent to the existing regasification facilities owned and operated by Sabine Pass LNG, L.P. and is developing additional Trains and related facilities and a second natural gas pipeline at a site adjacent to the CCL Project. Cheniere may enter into commercial arrangements with respect to these projects that might otherwise have been entered into with respect to Train Three or another expansion of the CCL Project and may require that we transfer and/or amend permits and other authorizations we have received to enable them to be used by such projects.

We have or will have numerous contracts and commercial arrangements with Cheniere and its affiliates, including future SPAs, transportation, interconnection, marketing and gas balancing arrangements with one or more Cheniere-affiliated entities as well as other agreements and arrangements. We anticipate that we will enter into other such agreements in the future, which cannot now be anticipated. In those circumstances where additional contracts with Cheniere and its affiliates will be necessary or desirable, additional conflicts of interest will be involved.

We are dependent on Cheniere and its affiliates to provide services to us. If Cheniere or its affiliates are unable or unwilling to perform according to the negotiated terms and timetable of their respective agreements or terminate their agreements for any reason, we would be required to engage a substitute service provider. This could result in a significant interference with operations and increased costs.

The interests of Cheniere could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Cheniere, as an equity holder, might conflict with your interests as a noteholder.

Each customer’s SPA is subject to termination under certain circumstances.

Each of the SPAs contain various termination rights allowing our customers to terminate their SPAs under the circumstances described under “Description of Material Project Agreements—LNG Sale and Purchase Agreements,” including, without limitation: (1) upon the occurrence of certain events of force majeure; (2) if we fail to make available specified scheduled cargo quantities; and (3) delays in the commencement of commercial operations. We may not be able to replace these SPAs on favorable terms, or at all, if they are terminated.

We face competition based upon the international market price for LNG.

The CCL Project is and will be subject to the risk of LNG price competition at times when we need to replace any existing SPA, whether due to natural expiration, default or otherwise, or enter into new SPAs, including with respect to Train Three. Factors relating to competition may prevent us from entering into a new or replacement SPA on economically comparable terms as existing SPAs, or at all. Such an event could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity,

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prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes. The CCL Project may also be subject to the risk of LNG price competition to the extent that CMI UK does not elect to commence the CMI Foundation SPA, and/or to the extent that CMI UK experiences LNG price competition for any LNG it sells on to other parties, which may influence its interest and ability to exercise its option to acquire LNG from us under the CMI Base SPA. Factors which may negatively affect potential demand for LNG from the CCL Project are diverse and include, among others:

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our LNG business and the performance of our customers and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and prospects and our ability to make payments of interest on, premium, if any, and principal of the New Notes.

Our LNG business and the development of domestic LNG facilities and projects generally is based on assumptions about the future availability and price of natural gas and LNG, and the prospects for international natural gas and LNG markets. Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors:

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Adverse trends or developments affecting any of these factors could result in decreases in the price of LNG and/or natural gas, which could materially and adversely affect the performance of our SPA customers and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Failure of LNG exported from the United States, including from the CCL Project to become a competitive source of energy for international markets could adversely affect our customers and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Operations at the CCL Project will be dependent upon the ability of our customers to deliver LNG supplies from the United States, including the CCL Project, which is primarily dependent upon LNG being a competitive source of energy internationally. The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from North America and delivered to international markets at a lower cost than the cost of alternative energy sources. Through the use of improved exploration technologies, additional sources of natural gas may be discovered outside the United States, which could increase the available supply of natural gas outside the United States and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets.

Political instability in foreign countries that import natural gas, or strained relations between such countries and the United States, may also impede the willingness or ability of LNG suppliers and merchants in such countries to import LNG from the United States. Furthermore, some foreign suppliers of LNG may have economic or other reasons to obtain their LNG from non-U.S. markets or from competitors’ liquefaction facilities in the United States.

In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. LNG from the CCL Project also competes with other sources of LNG, including LNG that is priced to indices other than Henry Hub. Some of these sources of energy may be available at a lower cost than LNG from the CCL Project in certain markets. The cost of LNG supplies from the United States, including the CCL Project, may also be impacted by an increase in natural gas prices in the United States.

As a result of these and other factors, LNG from the United States, including from the CCL Project, may not be a competitive source of energy. The failure of U.S. LNG or LNG from the CCL Project to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our customers could adversely affect the ability of our customers to deliver LNG from the United States or from the CCL Project on a commercial basis. Any significant impediment to the ability to deliver LNG from the United States generally, or from the CCL Project specifically, could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and our ability to make payments of interest on, premium, if any, and principal of the New Notes.

The swaps regulatory and other provisions of the Dodd-Frank Act and the rules adopted thereunder and other regulations could adversely affect our ability to hedge risks associated with our business and our operating results and cash flows.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) establishes federal regulation of the over-the-counter (“OTC”) derivatives market and has made other

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amendments to the Commodity Exchange Act (“CEA”) that are relevant to our business. The provisions of Title VII of the Dodd-Frank Act and the rules adopted thereunder by the Commodity Futures Trading Commission (“CFTC”), the SEC and other federal regulators may adversely affect our ability to manage certain of our risks on a cost effective basis. Such laws and regulations may also adversely affect our ability to execute our strategies with respect to hedging our exposure to variability in expected future cash flows attributable to the future sale of our LNG inventory and to price risk attributable to future purchases of natural gas to be utilized as fuel to operate our LNG terminals and to secure natural gas feedstock for our liquefaction facilities.

The CFTC has proposed position limits rules that would modify and expand the applicability of position limits on the amounts of certain futures contracts and options thereon, as well as economically equivalent swaps for or linked to certain physical commodities, including Henry Hub natural gas, that market participants may hold, subject to limited exemptions for certain bona fide hedging positions and other types of transactions. Under the CFTC’s proposed rules regarding aggregation of positions, a party that controls the trading of, or owns 10% or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. Bona fide hedging positions with respect to commercial physical commodity activities would be exempted from position limits under the CFTC’s proposed rules, but the proposal would narrow the definition of “bona fide hedging position” in certain ways that could limit our ability to claim a hedging exemption in connection with our commercial activities. It is uncertain at this time whether, when and in what form the CFTC’s proposed new position limits and aggregation rules may become final and effective.

Under the Dodd-Frank Act and the rules adopted thereunder, we may be required to clear through a derivatives clearing organization any swaps into which we enter that fall within a class of swaps designated by the CFTC for mandatory clearing and we could have to execute trades in such swaps on certain trading platforms or exchanges. The CFTC has designated four classes of interest rate swaps (denominated in several currencies) and two classes of index credit default swaps for mandatory clearing, but has not yet proposed rules designating any physical commodity swaps for mandatory clearing or mandatory exchange trading. Although we expect to qualify for the end-user exception from the mandatory clearing and trade execution requirements for our swaps entered into to hedge our commercial risks, if we fail to qualify for that exception as to any swap we enter into and have to clear that swap through a derivatives clearing organization, we could be required to post margin with respect to such swap, our cost of entering into and maintaining such swap could increase and we would not enjoy the same flexibility with the cleared swaps that we enjoy with the uncleared OTC swaps we enter into. Moreover, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging.

As required by the Dodd-Frank Act, the CFTC and the federal banking regulators have adopted rules requiring certain market participants to collect and post initial and variation margin with respect to uncleared swaps from their counterparties that are financial end users and certain registered swap dealers and major swap participants. The requirements of those rules began to be phased in on September 1, 2016. Although we believe we will qualify as a non-financial end user for purposes of these rules, were we not to do so and have to post margin as to our uncleared swaps in the future, our cost of entering into and maintaining swaps would be increased. Our counterparties that are subject to the regulations imposing the Basel III capital requirements on them may increase the cost to us of entering into swaps with them or, although not required to collect margin from us under the margin rules, require us to post collateral with them in connection with such swaps in order to offset their increased capital costs or to reduce their capital costs to maintain those swaps on their balance sheets.

The Dodd-Frank Act also imposes other regulatory requirements on swaps market participants, including end users of swaps, such as regulations relating to swap documentation, reporting and recordkeeping, and certain business conduct rules applicable to swap dealers and major swap participants. Together with the Basel III capital requirements on certain swaps market participants, these regulations could significantly increase the cost of derivative contracts (including through requirements to post margin or collateral), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against certain risks that we encounter, and

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reduce our ability to monetize or restructure our existing derivative contracts and to execute our hedging strategies. If, as a result of the swaps regulatory regime discussed above, we were to reduce our use of swaps to hedge our risks, such as commodity price risks that we encounter in our operations, our operating results and cash flows may become more volatile and could be otherwise adversely affected.

We expect that our hedging activities will remain subject to significant and developing regulations and regulatory oversight. However, the full impact of the various U.S. (and non-U.S.) regulatory developments in connection with these activities will not be known with certainty until such derivatives market regulations are fully implemented and related market practices and structures are fully developed.

We are subject to significant operating hazards and uninsured risks, one or more of which may create significant liabilities and losses for us.

The construction and operation of the CCL Project is and will be subject to the inherent risks associated with these types of operations, including explosions, pollution, release of toxic substances, fires, hurricanes and adverse weather conditions, and other hazards, each of which could result in significant delays in commencement or interruptions of operations and/or in damage to or destruction of our facilities or damage to persons and property. In addition, our operations and the facilities and vessels of third parties on which our operations are dependent face possible risks associated with acts of aggression or terrorism.

We do not, nor do we intend to, maintain insurance against all of these risks and losses. We may not be able to maintain desired or required insurance in the future at rates that we consider reasonable. The occurrence of a significant event not fully insured or indemnified against could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

After our CCL Project is placed in service, its operations will involve significant risks.

If we are successful in completing our proposed liquefaction facilities, we will still face risks associated with operating the facilities. These risks will include, but will not be limited to, the following:

We may not be able to secure firm pipeline transportation capacity on economic terms that is sufficient to meet our feed gas transportation requirements which could have a material adverse effect on us.

We believe that there is sufficient capacity on the Corpus Christi Pipeline to accommodate all of our natural gas feedstock transportation requirements for Train One through Train Three. We have also entered into transportation precedent agreements with several third-party pipeline companies partially securing firm pipeline transportation capacity for the CCL Project on interstate and intrastate pipelines which will connect to the Corpus Christi Pipeline for the production contemplated for Train One and Train Two. However, we cannot control the regulatory and permitting approvals or third parties’ construction times, either with respect to capacity that has been secured or capacity that will be secured. If and when we need to replace one or more of our agreements with these interconnecting pipelines or enter into additional agreements, we may not be able to do so on commercially reasonable terms or at all, which would impair our ability to fulfill our obligations under certain of our SPAs and

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could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes. Additionally, the capacity on the Corpus Christi Pipeline and the interconnecting pipelines may not be sufficient to accommodate any additional Trains. Development of any additional Trains will require us to secure additional pipeline transportation capacity but we may not be able to do so on commercially reasonable terms or at all.

Various economic and political factors could negatively affect the development, construction and operation of the CCL Project which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Commercial development of liquefaction facilities takes a number of years, requires a substantial capital investment and may be delayed by factors such as:

There may be shortages of LNG vessels worldwide, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

The construction and delivery of LNG vessels require significant capital and long construction lead times, and the availability of the vessels could be delayed to the detriment of our customers because of:

Terrorist attacks, including cyberterrorism, or military campaigns may adversely impact our business.

A terrorist, including a cyberterrorist, or military incident involving an LNG facility, our infrastructure, or an LNG vessel may result in delays in, or cancellation of, construction of new LNG facilities, including one or more of the Trains, which would increase our costs and decrease our cash flows. A terrorist incident may also

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result in temporary or permanent closure of existing LNG facilities, including the CCL Project, which could increase our costs and decrease our cash flows, depending on the duration and timing of the closure. Our operations could also become subject to increased governmental scrutiny that may result in additional security measures at a significant incremental cost to us. In addition, the threat of terrorism and the impact of military campaigns may lead to continued volatility in prices for natural gas that could adversely affect our business and our customers, including their ability to satisfy their obligations to us under our commercial agreements. Instability in the financial markets as a result of terrorism, including cyberterrorism, or war could also materially adversely affect our ability to raise capital. The continuation of these developments may subject our construction and our operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Existing and future environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Our business is and will be subject to extensive federal, state and local laws and regulations that regulate and restrict, among other things, discharges to air, land and water, with particular respect to the protection of the environment and natural resources; the use, handling, storage and disposal of hazardous materials, hazardous waste, and petroleum products; and investigation and remediation associated with the release of hazardous substances. Many of these laws and regulations, such as the CAA, the Oil Pollution Act, the CWA and the Resource Conservation and Recovery Act (the “RCRA”), and analogous state laws and regulations, restrict or prohibit the types, quantities and concentration of substances that can be released into the environment in connection with the construction and operation of the CCL Project, and require us to maintain permits and provide governmental authorities with access to our facilities for inspection and submit filings and reports related to our compliance. Violation of these laws and regulations could lead to substantial liabilities, fines and penalties and/or to capital expenditures related to pollution control equipment that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Federal and state laws can impose liability, without regard to fault or the lawfulness of the original conduct, for the release of certain types or quantities of hazardous substances into the environment. As the owner and operator of the proposed liquefaction facilities, we could be liable for the costs of cleaning up hazardous substances released into the environment at or from our facilities and for resulting damage to natural resources.

The Obama Administration is pursuing a number of regulatory and policy initiatives to reduce greenhouse gas (“GHG”) emissions in the United States from a variety of sources. For example, in October 2015, the U.S. Environmental Protection Agency (the “EPA”) promulgated a final rule to implement the Obama Administration’s Clean Power Plan, which is designed to reduce GHG emissions from power plants in the United States. In February 2016, the U.S. Supreme Court stayed the final rule, effectively suspending the duty to comply with the rule until certain legal challenges are resolved. Other federal and state initiatives are being considered or may be considered in the future to address GHG emissions through, for example, United States treaty commitments, direct regulation, a carbon emissions tax, or cap-and-trade programs. Such initiatives could affect the demand for or cost of natural gas or could increase compliance costs for our operations.

Other future legislation and regulations, such as those relating to the transportation and security of LNG exported from the CCH Terminal Facility, could cause additional expenditures, restrictions and delays in our business and to our proposed construction, the extent of which cannot be predicted and which may require us to limit substantially, delay or cease operations in some circumstances. Revised, reinterpreted or additional laws and regulations that result in increased compliance costs or additional operating or construction costs and restrictions could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

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Our lack of diversification could have an adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Due to our lack of asset and geographic diversification, an adverse development at the CCH Terminal Facility, the Corpus Christi Pipeline, or in the LNG industry would have a significantly greater impact on our financial condition and operating results than if we maintained more diverse assets and operating areas.

Our use of hedging arrangements may adversely affect our future operating results or liquidity.

To reduce our exposure to fluctuations in the price, volume and timing risk associated with the purchase of natural gas, we will use futures, swaps and option contracts traded or cleared on the Intercontinental Exchange and the New York Mercantile Exchange (“NYMEX”), or over-the-counter options and swaps with other natural gas merchants and financial institutions. Hedging arrangements would expose us to risk of financial loss in some circumstances, including when:

The use of derivatives also may require the posting of cash collateral with counterparties, which can impact working capital when commodity prices change.

Risks Relating to the Exchange Offer and the New Notes

If you do not properly tender your Old Notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should carefully follow the instructions on how to tender your Old Notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of Old Notes. Please read “The Exchange Offer—Procedures for Tendering Old Notes” and “Description of Senior Notes.”

If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Old Notes described in the legend on the certificates for your Old Notes. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except in connection with this exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Old Notes under the Securities Act. For further information regarding the consequences of not tendering your Old Notes in the exchange offer, please read “The Exchange Offer—Consequences of Not Exchanging Your Old Notes.”

We will still be able to incur substantially more indebtedness in the future. This could further exacerbate the risks associated with our substantial leverage.

Subject to the covenants described under the headings “Description of Senior Notes—Covenants Applicable to the Notes—Limitation on Indebtedness” and, as applicable, “Description of Senior Notes—Covenants Applicable to the Notes—Changes in Covenants When Notes Rated Investment Grade,” the indenture governing the New Notes will not prohibit us from incurring additional indebtedness, including additional senior or secured indebtedness, and other liabilities, or from pledging assets to secure such indebtedness and liabilities. As of

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September 30, 2016, we had approximately $4.5 billion of long-term debt outstanding, comprising approximately $3.3 billion of outstanding borrowings under our Term Loan Facility and $1.25 billion under the 2024 Notes. As of September 30, 2016, we also had approximately $4.1 billion of available commitments under our Term Loan Facility. We had no other material indebtedness outstanding at September 30, 2016. In December 2016, we issued $1.5 billion of the 2025 Notes and used the net proceeds to prepay a portion of the principal amounts then outstanding under our Term Loan Facility. After such prepayment, our outstanding borrowings under the Term Loan Facility, reflecting the prepayment as well as additional borrowings of $149.0 million on October 31, 2016, $137.0 million on November 30, 2016 and $181.0 million on December 30, 2016, are approximately $2.4 billion and available commitments under our Term Loan Facility are approximately $3.6 billion. Additionally, we may incur additional Senior Debt including Working Capital Debt, Expansion Senior Debt, Replacement Senior Debt (each as defined in the Description of Senior Notes) to replace any of our existing Senior Debt (see “Description of Senior Notes—Incurrence of Senior Debt.”) We anticipate incurring additional indebtedness in connection with the construction of any additional Trains we may construct. The incurrence of additional indebtedness and, in particular, the granting of a security interest in the collateral to secure the indebtedness could adversely affect our ability to pay our obligations on the New Notes.

Our substantial indebtedness could adversely affect our ability to operate our business and prevent us from fulfilling our obligations under the New Notes.

Our substantial indebtedness could have important consequences to you, including:

Our ability to satisfy our obligations, including the New Notes, will depend upon our future operating performance. Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make payments on our debt obligations. We currently project that we will not generate cash flow from operations until mid-2019, when Train One is expected to achieve substantial completion. If we cannot thereafter generate sufficient cash from operations to meet our other obligations, we may not be able to obtain sufficient funding to make the payments required by all of our debt, including the New Notes. This may require that we refinance our indebtedness, seek to modify the terms of our indebtedness or sell assets.

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To service our indebtedness, we will require significant amounts of cash. Our ability to generate cash will depend on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the New Notes, and to fund planned capital expenditures, will depend on our ability to generate cash in the future. Our business may not generate sufficient cash flow from operations, currently anticipated costs may increase or future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the New Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the New Notes, on or before maturity. For instance, the indebtedness under our Term Loan Facility will mature on the earlier of (i) the second anniversary of the Project Completion Date or (ii) May 13, 2022, which is the seventh anniversary of the closing date of the Term Loan Facility, May 13, 2015, unless we replace it with other indebtedness with a longer maturity. Our ability to replace our indebtedness with indebtedness with a longer maturity will depend on completion of Train One and Train Two and our future operating performance. If we cannot generate sufficient cash flow from operations we may not be able to obtain sufficient funds to make payments on or to refinance our indebtedness, including the New Notes. If any of the counterparties to our SPAs fails to perform its obligations under its respective SPA or if any of our SPAs are terminated, it could adversely affect our ability to make payments on or refinance the New Notes. We may not be able to refinance any of our indebtedness, including the New Notes, on commercially reasonable terms or at all.

We will have to seek additional financing to finance the construction of Train Three or any additional Trains.

As of September 30, 2016, we had applied over $1.7 billion of equity capital and approximately $3.3 billion of the approximately $7.4 billion of commitments under the Term Loan Facility towards the development and construction of Train One and Train Two and the Corpus Christi Pipeline. Subsequent to September 30, 2016, we had additional borrowings under the Term Loan Facility of $149.0 million on October 31, 2016, $137.0 million on November 30, 2016 and $181.0 million on December 30, 2016. We also have outstanding $1.25 billion of the 2024 Notes and $1.5 billion of the 2025 Notes, the net proceeds of which were used, at the time of their issuance, to prepay amounts outstanding under the Term Loan Facility. We expect to continue to make significant capital outlays for the foreseeable future to fund the remaining cost of the CCL Project and any additional Trains prior to the time that we begin to generate positive cash flow from operations and for the foreseeable future thereafter. We believe that the unfunded commitments under our Term Loan Facility and projected cash flows under our SPAs related to Train One and Train Two, together with the equity committed to us by Cheniere under the CEI Equity Contribution Agreement of approximately $1.137 billion, will be sufficient to meet our currently anticipated capital, operating and debt service requirements with respect to Train One and Train Two through the maturity date of the Term Loan Facility. We currently project that we will not generate cash flow from operations until mid-2019, when Train One is expected to achieve substantial completion, and such cash flow will be sufficient to meet our ongoing capital and operating requirements and to pay the interest on our outstanding debt for Train One and Train Two. If our cash flows from operations are less than projected, or if our future operating, capital and debt service requirements are higher than we currently estimate, we may require additional debt or equity financing in amounts that could be substantial.

The type, timing and terms of any future financing will depend on our cash requirements, our cash flows and prevailing conditions in the financial markets. Future financing may not be available to us at any given time or the terms thereof may not be favorable to us. Our current estimates of future operating results (which will depend upon numerous future factors and conditions, many of which are outside of our control) may not be accurate. They are merely estimates of future events and actual events will probably vary from current estimates, possibly materially. If we decide or are required to further expand our facility or to introduce new products or services, our funding needs will increase, possibly to a significant degree.

Because the costs of constructing, maintaining and operating the CCL Project, the costs of conducting our business, and the amounts of our future revenues, will all depend on a variety of factors (including our ability to

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meet our construction schedules, performance by our contract counterparties and potential regulatory changes), actual costs and revenues may vary from expected amounts, possibly to a material degree, and such variations are likely to affect our future capital requirements. Accordingly, we may be required to raise substantial additional capital in the future and our current estimates may prove to be inaccurate.

The indenture governing the New Notes contains restrictions that limit our flexibility in operating our business.

The indenture governing the New Notes contains several significant covenants that, among other things, restrict our ability to:

Under some circumstances, these restrictive covenants may not allow us the flexibility that we need to operate our business in an effective and efficient manner and may prevent us from taking advantage of strategic and financial opportunities that would benefit our business. However, certain of these covenants are also subject to significant exceptions which provide flexibility to us but may provide greater risk to holders of the New Notes.

If we fail to comply with the restrictions in the indenture governing the New Notes, the Common Terms Agreement or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related indebtedness as well as any other indebtedness to which a cross-acceleration or cross-default provision applies.

We may not be able to repurchase notes upon a Change of Control or upon the exercise of the holders’ options to require repurchase of notes if certain prepayment triggering events occur, and the occurrence of certain of these events and our repurchase of notes as a result thereof could result in an event of default under the indenture or other agreements governing our indebtedness.

We will be required to make an offer to repurchase notes: (i) upon the occurrence of a Change of Control as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Change of Control;” provided that after the Project Completion Date, a Change of Control shall not be deemed to have occurred if we receive rating reaffirmations from two rating agencies (or one rating agency, if only one rating agency currently rates either series of the New Notes) reaffirming the then-current rating of a series of New Notes as of the date of such Change of Control, (ii) if we fail to use, apply or invest certain proceeds from Asset Sales in accordance with the terms of the indenture, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Asset Sales,” (iii) if we fail to apply or invest certain proceeds we receive in respect of an Event of Loss in accordance with the terms of the indenture, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Events of Loss,” (iv) if we fail to apply certain Performance Liquidated Damages we receive in respect of diminution of the performance of the Project Facilities in accordance with the terms of the indenture, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Performance Liquidated Damages” or (v) if an Indenture LNG SPA Mandatory Prepayment Event occurs because we have failed to maintain (or replace) certain Qualifying LNG SPAs or if, with respect to a Required

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LNG SPA, a Required Export Authorization is Impaired, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—LNG SPA Mandatory Offer.” If a Change of Control event as described above occurs, you will have the right to require us to repurchase the New Notes at a purchase price in cash equal to 101% of the principal amount of your notes, plus accrued and unpaid interest. If any of the other events described above occurs, you will have the right to require us to repurchase a certain portion of the New Notes at a purchase price in cash equal to 100% of the principal amount of your New Notes, plus accrued and unpaid interest.

Credit agreements or other agreements relating to indebtedness incurred by CCH or any of its Restricted Subsidiaries may contain prohibitions on the occurrence of events that would constitute a Change of Control, an Asset Sale, a termination of Qualifying LNG SPAs or an Impairment of Export Authorizations, or may prohibit repurchases of or other prepayments in respect of the New Notes upon the occurrence of such events or upon an Event of Loss or the receipt of Performance Liquidated Damages. See “—Change of Control,” , “—Asset Sales,” “—Events of Loss,” “—Performance Liquidated Damages” and “—LNG SPA Mandatory Offer” under the caption “Description of Senior Notes—Repurchase at the Option of Noteholders.” For example, the Term Loan Facility contains provisions prohibiting certain asset sales, and provides that, prior to the end of the availability period under that facility, a change of control (as defined in the Term Loan Facility) constitutes an event of default thereunder. In the event a Change of Control, Asset Sale, Event of Loss, the receipt of Performance Liquidated Damages or an Indenture LNG SPA Prepayment Event occurs at a time when the occurrence of such event could result in a default under any of our agreements or when a repurchase of notes as a result thereof or otherwise is prohibited, CCH and/or its Restricted Subsidiaries could seek the consent of their applicable creditors to waive such default or to purchase the New Notes, or could attempt to refinance the indebtedness that contains such prohibition. If CCH and/or its Restricted Subsidiaries do not obtain a consent or repay those borrowings, they could have an event of default under such other indebtedness or will remain prohibited from purchasing notes. In that case, CCH’s failure to purchase tendered notes would constitute an Indenture Event of Default which could, in turn, constitute a default under other indebtedness.

In addition, in the event that a Change of Control, Asset Sale or Indenture LNG SPA Prepayment Event occurs that results in us having to repurchase the New Notes, we may not have sufficient financial resources to satisfy all of our obligations under the New Notes and, if applicable, our other debt instruments. In general, our failure to make any offer to repurchase the New Notes when required under the indenture or to pay the required purchase price in respect of such offer when due, could result in an Indenture Event of Default.

Federal and state statutes allow courts, under specific circumstances, to void the New Notes and require note holders to return payments received from us.

Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the New Notes could be voided, or claims in respect of the New Notes could be subordinated to all other debts of ours if, among other things, we, at the time the indebtedness evidenced by the New Notes was incurred:

In addition, any payment by us could be voided and required to be returned to us, or to a fund for the benefit of our creditors. In any such case, your right to receive payments in respect of the New Notes from us would be effectively subordinated to all of our indebtedness and other liabilities.

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Your ability to resell the New Notes may be limited by a number of factors; prices for the New Notes may be volatile.

There currently is no established market for the New Notes. We do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. If a market for the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

In addition, the market for non-investment grade indebtedness has historically been subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your notes.

Many of the covenants contained in the indenture will no longer be applicable to a series of New Notes if that series of New Notes is rated investment grade by at least one of Moody’s, Fitch, S&P or any comparable rating by any other nationally recognized statistical rating organization, and no default or event of default has occurred and is continuing.

Many of the covenants contained in the indenture will no longer be applicable to a series of New Notes if that series of New Notes is rated investment grade by at least one of Moody’s Investors Service, Inc., Fitch Ratings, Ltd., S&P Global Ratings, a division of S&P Global, Inc. or any comparable rating by any other nationally recognized statistical rating organization and no default or event of default has occurred and is Continuing. Such covenants include those that restrict our ability to make certain investments and loans, enter into certain hedging arrangements and enter into certain merger and acquisition transactions. In addition, if we satisfy the conditions described above, the covenants restricting our ability to incur or guarantee debt will be less restrictive in certain circumstances. There can be no assurance that the New Notes will ever be rated investment grade. However, the inapplicability of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force, and the covenants will not be reinstated if the New Notes are subsequently downgraded below investment grade. See “Description of Senior Notes—Covenants Applicable to the Notes—Changes in Covenants When Notes Rated Investment Grade.”

There may not be sufficient collateral to pay all or any amounts due on the New Notes.

We own no significant assets other than those related to the ownership and operation of the CCL Project. If we default under the indenture governing the New Notes, the Security Trustee’s remedies under the Security Documents, including foreclosure on the collateral, may not provide sufficient funds to pay our obligations under the indenture governing the New Notes. Moreover, our direct and indirect owners and their affiliates do not have any liability for the payment or performance of the New Notes.

The New Notes are secured by a first priority lien on the collateral, equal in right of security with the lenders under the Term Loan Facility and any of our other debt permitted to be secured by the collateral. To the extent third parties enjoy prior liens, such third parties may have rights and remedies with respect to the property subject to such liens that, if exercised, could adversely affect the value of the collateral. See “Description of

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Senior Notes—Security.” Any additional permitted liens or the incurrence of additional secured debt may have the effect of significantly diluting your ability to recover payment in full on the New Notes from the then existing pool of collateral and will adversely affect your relative position with respect to the collateral. See “Description of Other Indebtedness—Common Terms Agreement—Additional Senior Debt.”

The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The value of the assets which will be pledged or charged, as applicable, as collateral could be impaired in the future as a result of changing economic conditions, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the New Notes, in full or at all. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the New Notes. Any claim for the difference between the amount, if any, realized by you from the sale of any portion of the collateral and the amount of our obligations owed to you under the New Notes will rank equally in right of payment with all of our other unsecured debt and other obligations that are not subordinated, including trade payables.

In addition, releases of collateral from the liens securing the New Notes will be permitted under certain circumstances. The actual provisions relating to such releases are contained in the CSAA (as defined below) and will be contained in the indenture governing the New Notes. See “Description of Senior Notes—Security.” If the Security Trustee were to foreclose upon our assets, there are certain of our assets, such as permits and certain contracts, which the Security Trustee may not be able to effectively foreclose upon without the consent of third parties, such as a governmental authority. We cannot assure you that if the Security Trustee forecloses on our assets, the Security Trustee will be able to obtain all of the third-party approvals necessary to obtain or transfer ownership of all assets necessary to operate the CCL Project.

Furthermore, if the Security Trustee forecloses on the collateral, then, in connection therewith, transferring required permits to a purchaser or new operator of the CCL Project may require additional governmental approvals or proceedings, which could result in delays. Accordingly, we cannot assure investors that, if we default on the payments due on the New Notes and the Security Trustee forecloses on and sells the collateral, you will receive sufficient proceeds to pay all amounts that we owe on the New Notes.

Parties who have provided services or supplies in connection with the construction of the Trains and the Corpus Christi Pipeline may have a lien on the real property comprising the Trains and the Corpus Christi Pipeline that is senior to the security interests securing the New Notes.

Texas law provides design professionals, contractors, subcontractors and material suppliers with rights to record a lien on the property improved by their services or supplies in order to secure their right to be paid. If these parties are not paid in full, they may seek foreclosure on their liens. In Texas, the priority of certain construction liens related to a particular construction project relate back to the date of the commencement of construction of improvements or delivery of materials to the land on which the improvements are to be located and on which the materials are to be used. Accordingly, certain parties providing labor, material or services in connection with the design or construction of the Trains and the Corpus Christi Pipeline who otherwise comply with the applicable requirements of Texas law may have a lien on the Trains and the Corpus Christi Pipeline senior in priority to the security interests securing the New Notes until they are paid in full. Additionally, in the event of a liquidation any proceeds from the sale of collateral may be used to pay the holders of any construction liens then in existence before holders of the New Notes.

Real property rights required for the construction, operation and maintenance of the Corpus Christi Pipeline and that are subsequently acquired by us for other purposes will not be mortgaged prior to the issuance of the New Notes.

The real property rights related to the CCH Terminal Facility that we hold at the time of the issuance of the New Notes are subject to a deed of trust and the real property rights related to the Corpus Christi Terminal

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Facility that we held on the closing date of the Term Loan Facility are subject to a deed of trust, each granting a lien to the trustee under the deed of trust for the benefit of the Security Trustee, as beneficiary for the obligations under the New Notes (hereinafter, collectively, the “mortgage”). In addition, the Project Entities will execute a mortgage reaffirmation agreement pursuant to which they will reaffirm the Lien granted pursuant to the mortgage on the real property rights described therein to the trustee for the benefit of the Security Trustee, as beneficiary for the ratable benefit of the Secured Parties as security for the Senior Debt Obligations, including the obligations under the New Notes. Although we currently hold most of the real property rights on which the Corpus Christi Pipeline will be situated or that will be needed for the construction, operation and maintenance of the Corpus Christi Pipeline, the existing mortgage lien does not extend to such real property rights. We also may acquire real property rights for other purposes in the future. Under the CSAA, we do not have to grant a mortgage over such real property rights until (i) with respect to the real property rights of CCH, CCP GP or CCL, within 60 days after our acquisition thereof, and (ii) with respect to the real property rights of CCP, the earlier of 60 days after our acquisition of the last property required for commissioning of the Corpus Christi Pipeline and the commissioning thereof. If we are unable to provide these future mortgages or amend our existing mortgage to cover such real property rights, and/or record such mortgages, the New Notes will not benefit from these real property rights as collateral, and we will be in default of our obligations under the CSAA to grant and if requested, record, such mortgage over these real property rights.

If we were to become subject to a bankruptcy proceeding after the issue date of the New Notes, any mortgage recorded more than 30 days after the issue date of the New Notes would face a greater risk of being invalidated than if we had recorded it at the issue date or within such 30 day period, as U.S. federal bankruptcy laws contain a safe harbor for mortgages delivered substantially contemporaneously with the issuance of indebtedness and recorded within 30 days of the grant of the underlying security interest. If a mortgage is recorded more than 30 days after the issue date, outside of this safe harbor, or is not delivered substantially contemporaneously with indebtedness it will be treated under U.S. federal bankruptcy laws as if it were delivered to secure antecedent (or previously existing) debt, and would be subject to avoidance as a preference by the bankruptcy court to the extent that other statutory elements are present and certain statutory defenses are inapplicable. To the extent that the grant of any such mortgage is avoided as a preference, holders of the New Notes would lose the benefit as collateral of the property encumbered by that mortgage.

A title insurance policy has been obtained only on the real property rights that are subject to our existing mortgage and will be obtained only on future real property rights of CCH, CCL and CCP GP. Title insurance will not be obtained for any real property interests owned by CCP and underlying the Corpus Christi Pipeline.

A title insurance policy in the amount of $954,253,636 in favor of the Security Trustee for the benefit of our Senior Creditors has been obtained with respect to the real property rights that are subject to our existing mortgage related to the CCH Terminal Facility that consist primarily of the real property rights underlying the Trains to be constructed as part of Stage 1 and Stage 2. Notwithstanding the existence of the title insurance policy, there is no assurance that the holders of the New Notes would be entitled to recover proceeds under such existing policy. Additionally, the title insurance policy we have obtained on the real property underlying the Trains to be constructed as part of Stage 1 and Stage 2 covers only a portion of the value of the loans secured by such property. Accordingly, if any title defects were to exist, any payments made from the title policy in respect of such defect may be insufficient to cover any losses to the noteholders caused by such defect. Further, the amount of title insurance and the structure of the mortgage lien and title insurance may be insufficient for all lienholders who have incurred an insured loss to fully recover such loss. Parties who share a lien under the mortgage may be required to share in any recovery under the title insurance policy and such recovery may be in an amount insufficient for a full recovery of any loss to each lienholder. Further, under our Finance Documents, we are required to obtain title insurance only in respect of future real property rights underlying the CCH Terminal Facility and we are not required to obtain title insurance in respect of any real property rights underlying the Corpus Christi Pipeline. As such, title company lien searches may not be obtained in respect of these real property interests for the Corpus Christi Pipeline and we may therefore not discover title defects or

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prior liens on such real property interests. Accordingly, any mortgages that may secure such real property rights underlying the Corpus Christi Pipeline will not have the benefit of lien searches or title insurance policies insuring title to and the first priority of the liens in favor of the Security Trustee for the benefit of our Senior Creditors, including the holders of the New Notes with respect to such real property owned, leased or otherwise held by us. There can be no assurance that there will not exist a title defect or a mechanics’, judgment, tax or other lien encumbering such real property rights that is senior to the lien (or a portion of the lien) of any such mortgage. The existence of such defect or liens could adversely affect the value of such real property rights securing the New Notes as well as the ability of the Security Trustee to realize or foreclose on such real property rights.

Surveys obtained in connection with the real property rights underlying the CCH Terminal Facility and the Corpus Christi Pipeline, if obtained, may not be accurate or comprehensive, or reveal all restrictions applicable to such real property rights.

We have obtained surveys over the real property rights underlying the Trains to be constructed as part of Stage 1 and Stage 2 which are subject to our existing mortgage and title insurance for the CCH Terminal Facility. We also have obtained surveys in connection with the real property rights we expect we will acquire by our right of eminent domain or otherwise to develop the Corpus Christi Pipeline. If any of these surveys are not accurate or comprehensive, they may not have revealed the full scope of gaps, encroachments, adverse possession claims, zoning or other restrictions with respect to such real property rights and, in the case of the surveys with respect to Corpus Christi Pipeline, may delay or hinder our efforts to secure the necessary real property underlying our proposed route. In addition, there can be no assurance that the legal descriptions attached to the existing mortgage or any future mortgages covering any of our real property rights (i) do or will accurately describe and encumber the real property rights intended to be mortgaged as security for the New Notes, (ii) include all real property rights owned, leased or otherwise held by us intended to constitute collateral or (iii) do or will not include real property not owned, leased or otherwise held by us.

Remedies available to the Security Trustee may be limited by lease provisions.

The real property interests supporting the CCH Terminal Facility and the Corpus Christi Pipeline are all located in two counties in Texas. The Security Trustee could elect to forego foreclosure on the individual real properties, due to their location in different counties or otherwise, and foreclose on our equity interests instead. A foreclosure on our equity interests could violate provisions of certain leases, easements, rights of way and other contractual arrangements that contain certain change of control provisions and could result in early termination of such arrangements. A foreclosure of our equity interest, rather than of the liens of the mortgages, will leave in place any junior liens that may have been recorded subsequent to the recording of the mortgages.

Certain real property rights held by us constituting collateral for the New Notes are, and may be, held pursuant to leases, easements, rights of way, and other use arrangements instead of through ownership of such real property through a fee interest. There is a risk that such leases, easements, rights of way, and other use arrangements may terminate and no longer constitute collateral for the New Notes.

We plan to construct the CCH Terminal Facility and the Corpus Christi Pipeline both on real property we own, or plan to purchase, pursuant to a fee interest and also on real property for which we would hold real property rights pursuant to leases, easements, rights of way, and other use arrangements. If we fail to maintain these rights, such failure could have a material adverse effect on our business, contracts, operating results, financial condition, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Indebtedness secured by a lien on a lease, easement, right of way, or other use arrangement is subject to risks not associated with indebtedness secured by a mortgage lien on a fee interest in real property. The most significant of these risks is that such real property rights could be terminated before the debt secured by the

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mortgage over such rights is paid in full. If a mortgage on the third party’s fee interest in the property is recorded prior to the recordation of a memorandum of our interest, as easement holder, tenant or other right holder (or if the lease, easement, right of way or other use arrangement, by its terms, is subordinate to the fee holder’s mortgage), the holder of such fee mortgage could, in the event of the foreclosure of such fee mortgage, elect to terminate the applicable lease, easement, right of way or other use arrangement, and, thereby, the mortgage lien on such lease, easement, right of way or other use arrangement constituting collateral would terminate and no longer constitute collateral for the New Notes. Additionally, a bankruptcy court could determine that such lease, easement, right of way or other use arrangement is not a real property right under applicable state law, and accordingly allow a bankrupt counterparty to reject such arrangement as an executory contract. Such termination rights may result in our loss of the associated arrangements during the course of the CCL Project and, if our senior creditors take enforcement action against the collateral, may limit the number of potential bidders therefore, and may delay any sale thereof, either of which may have an adverse effect on the sale price of the collateral.

Our business could be adversely affected by the bankruptcy of an adjacent landowner.

On January 11, 2016, a landowner adjacent to the CCL Project filed for chapter 11 bankruptcy protection in the Southern District of Texas and has subsequently announced its intentions to wind down operations. We have obtained property interests from, and have certain ongoing contractual relationships with, this landowner. These property interests and contractual relationships are or will be used in connection with the CCL Project. If, as a result of the bankruptcy, we are unable to maintain these rights or ongoing contractual relationships, such failure or such relocation could have an adverse effect on our business, contracts, operating results, financial condition, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

The Common Security and Account Agreement contains provisions that may limit the remedies that could be exercised in respect of an event of default, unless and until the required parties have directed the Security Trustee to do so. The holders of the New Notes are also deemed to vote in conformity with the Term Lenders in numerous instances.

On May 13, 2015, we entered into a Common Security and Account Agreement (the “CSAA”) with representatives of the Term Lenders under our Term Loan Facility, Société Générale, as the Security Trustee and Intercreditor Agent, and Mizuho Bank, Ltd. as the Account Bank, which includes provisions governing the relationship between all the Secured Parties and regulates the claims of the Secured Parties against us and the enforcement by such parties of the liens upon any collateral, including the method of voting and decision making.

The CSAA requires the affirmative vote of Secured Parties representing a certain percentage of our outstanding Senior Debt Obligations to direct specific actions of the Security Trustee, including the exercise of remedies with respect to the collateral following an event of default under the indenture governing the New Notes or the documents governing such other Senior Debt (including the Term Loan Facility). Because the affirmative vote of these required Secured Parties will be required before the Security Trustee will be able to exercise remedies, if an event of default under the indenture governing the New Notes were to occur, no remedies could be exercised in respect of the collateral unless and until the required Secured Parties have directed the Security Trustee to do so. If the holders of the New Notes do not constitute holders of at least the applicable percentage of the outstanding indebtedness secured by the collateral, the Indenture Trustee and the holders of the New Notes may not be able to direct the Security Trustee to exercise remedies in respect of the collateral upon the occurrence of an event of default under the indenture governing the New Notes without the affirmative vote of other Secured Parties. In certain cases under the CSAA and under the indenture, the holders of the New Notes do not have the right to vote and decisions will be determined by other holders of our Senior Debt. See “Description of Senior Notes—Events of Default and Remedies” and “Description of Senior Notes—Certain Intercreditor Arrangements.”

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The indenture also provides that in numerous instances the holders of the New Notes are deemed to vote in conformity with the Term Lenders, without the requirement of a vote or consent by the holders of the New Notes. See “Description of Senior Notes—Certain Intercreditor Arrangements.”

The remedies available to the holders of the notes and the Security Trustee may be limited in bankruptcy.

If we seek the protection of bankruptcy or insolvency laws, or if one or more of our creditors commences an involuntary bankruptcy proceeding against us, the Security Trustee’s rights to foreclose on the collateral and our ability to make payments in respect of the notes are likely to be significantly impaired. Upon the commencement of a case for relief under the Bankruptcy Code, a secured creditor such as the Security Trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, the Bankruptcy Code permits the debtor to continue to remain and use collateral even though the debtor is in default under the applicable debt instrument, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but it is intended to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security if and at such times as the court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor is “adequately protected” and therefore not entitled to prevent diminution in the value of its collateral if the value of the collateral sufficiently exceeds the debt it secures.

In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary and equitable powers of a bankruptcy court, it is impossible to predict:

Furthermore, in the event a bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the New Notes, the holders of the notes would hold a secured claim to the extent of the value of the collateral to which the holders of the notes are entitled and would hold unsecured claims with respect to such shortfall. The Bankruptcy Code permits the payment and accrual of post-petition interest, costs and attorney’s fees to a secured creditor during a debtor’s court proceeding to exceed the aggregate outstanding principal amount of the obligations secured by the collateral up to the value of the collateral. In addition, because part of the collateral consists of our contracts, if we or any counterparty to any one of those contracts were the subject of bankruptcy proceedings, then we or such counterparty, as the case may be, or a trustee appointed in the applicable bankruptcy case, could choose to reject the contract. If that occurred, the contract would be treated as terminated and the Security Trustee could not specifically enforce the rejected contract.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in such collateral and other issues generally associated with the realization of security interests in such collateral.

Generally, a security interest in tangible and intangible assets can only be properly perfected, a valid lien created on such assets can only be granted, and the priority of such lien can only be retained, if certain actions are undertaken by the applicable secured party. The liens in all collateral from time to time owned by us may not be perfected or validly created with respect to the New Notes if the Security Trustee has not taken the actions necessary to perfect or validly create any of those liens upon or prior to the issuance of the New Notes. The inability or failure of the Security Trustee to take all actions necessary to create properly perfected security interests or validly created liens on the collateral may result in the loss of the priority of the security interest for your benefit to which you would have been entitled had such perfection or valid creation of such liens been effectuated by the Security Trustee.

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In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest can only be perfected and a lien on such property and rights validly created at the time such property and rights are acquired and identified. We will have limited obligations to perfect your security interest in, or create valid liens with respect to, specified collateral. We cannot assure you that the Security Trustee will monitor, or that we will inform the Security Trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in, or create a valid lien with respect to, such after-acquired collateral. Our failure to meet our obligations to inform the Security Trustee of the future acquisition of property or rights that constitute collateral may constitute a breach under the Security Documents, which may result in the acceleration of our indebtedness. However, acceleration of such obligations in such situation may not provide an adequate remedy to you if the value of the collateral is impaired by the failure to perfect the security interest in, or create a valid lien with respect to, such after-acquired collateral. The Security Trustee has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest or the creation of a valid lien with respect thereto. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest granted to secure the New Notes as against third parties.

The mortgages for real property rights not yet obtained may never be recorded and/or the recordation of mortgages securing a lien on the real property rights currently owned or to be acquired may be subject to delays such as those resulting from illegible legal descriptions or delays at the county recording office. In addition, applicable law requires that certain real property rights and other rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate of title and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. Further, no title search will be performed to identify any encumbrances on all the necessary real property needed for the construction, operation and maintenance of the Corpus Christi Pipeline. There can be no assurance that the Security Trustee will monitor, or that we will inform such trustee of, the future acquisition of property and rights that should constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The Security Trustee does not have an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the New Notes against third parties.

The collateral is subject to casualty risks, which may limit your ability to recover as a secured creditor for losses to the collateral, and which may have an adverse impact on our operations and results.

The indenture governing the New Notes and the Security Documents will require us to maintain insurance with responsible and financially sound insurance carriers, in such form and amounts as is necessary to insure the projected maximum loss for the CCL Project. However, there are certain losses, including losses resulting from terrorist acts, which may be either uninsurable or not economical to insure, in whole or in part. As a result, we cannot assure you that the insurance proceeds will compensate us fully for our losses. If there is a total or partial loss of any of the collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all of our obligations, including the New Notes.

In the event of a total or partial loss affecting any of the collateral securing the New Notes, certain items of equipment and inventory may not be easily replaced. Accordingly, even though there may be insurance coverage, the extended period needed to obtain replacement units or inventory may cause significant delays, which may have an adverse impact on our operations and results.

The indenture governing the New Notes will not contain the representations and warranties, covenants or events of default contained in the Common Terms Agreement.

On May 13, 2015, we entered into a common terms agreement with representatives of our secured lenders and Société Générale, as the Term Loan Facility Agent and Intercreditor Agent, in order to set out certain

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provisions regarding, among other things: (a) common representations and warranties of the Project Entities; (b) common covenants of the Project Entities; and (c) common events of default under the secured debt instruments constituting Loan Facility Agreements, such as the Term Loan Facility. The Indenture Trustee will not become party to the Common Terms Agreement and the Intercreditor Agreement. Consequently, the Indenture Trustee will not have the benefit of the representations and warranties, covenants or any events of default under the Common Terms Agreement, and the covenants and events of default applicable to the New Notes shall be as set forth in the indenture, as described under “Description of Senior Notes.” As a holder of the New Notes, you will not have the benefit of the representations and warranties, covenants or any of the events of default pursuant to the Common Terms Agreement.

Any future pledge of collateral might be avoidable in bankruptcy.

Any future pledge of collateral in favor of the Security Trustee, including pursuant to Security Documents delivered after the date of the indenture governing the New Notes, might be avoidable by the pledgor (as the debtor in possession in a bankruptcy proceeding) or by the trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the New Notes to receive greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge or, in certain circumstances, a longer period.

An existing or future subsidiary’s guarantee of the New Notes may be reduced, avoided or released under certain circumstances and you may not receive any payments from some or all of those Guarantors.

Our existing subsidiaries, CCL, CCP and CCP GP are guaranteeing the New Notes. Our future domestic subsidiaries will be required to guarantee the New Notes under certain circumstances. There is uncertainty whether any such guarantees would be legally enforceable in any bankruptcy proceedings involving those Guarantors.

If a subsidiary grants a security interest in its assets and that grant of security interests is unenforceable, any such security interest in that subsidiary’s assets could be set aside and the property made available to other creditors of the bankrupt subsidiary. Among other things, there is a risk that the guarantee, and any related security interest, could be considered a fraudulent conveyance, that can be set aside in bankruptcy proceedings.

The CSAA governing the New Notes contains a “savings clause,” which limits the liability of a subsidiary guarantor with assets exceeding $10 million at the time of the guarantee to the maximum amount that such guarantor can incur without risk that its note guarantee will be subject to avoidance as a fraudulent transfer. As a result, a Guarantor’s liability under its note guarantee could be reduced in amount or reduced to zero, depending upon the amount of other obligations of such Guarantor. We cannot assure you that this limitation of liability will protect such note guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the note guarantees would be sufficient to pay the New Notes in full when due.

The New Notes will be structurally subordinated in right of payment to the indebtedness and other liabilities of any subsidiaries that do not guarantee the New Notes.

As of the date of this prospectus, we have three subsidiaries, each of which is a Guarantor of the New Notes: CCL, CCP and CCP GP. Upon such time as any subsidiary Guarantor is released and relieved of its obligations under its subsidiary guarantee, such subsidiary will cease to guarantee the New Notes. In the event that a subsidiary is released from its note guarantee pursuant to the terms of the indenture, such subsidiary will no longer be obligated to pay any amounts due under the New Notes or to make any funds available for payments on the New Notes, and the New Notes and note guarantees will be structurally subordinated to all of the liabilities of that subsidiary. In addition, the New Notes and note guarantees will be structurally subordinated to all of the liabilities of any of our future subsidiaries that do not guarantee the New Notes and these liabilities would be

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required to be paid before the holders of the New Notes have a claim, if any, against those subsidiaries and their assets. If there was a dissolution, bankruptcy, liquidation or reorganization of any non-Guarantor subsidiary, the holders of notes would not receive any amounts with respect to the New Notes from the assets of such non-Guarantor subsidiary until after the payment in full of the claims of creditors of such subsidiary.

Your right to receive payments under the New Notes will be effectively subordinated to indebtedness secured by other assets.

The New Notes will be effectively subordinated to any secured debt we may incur that is secured by assets that are not part of the collateral securing the New Notes to the extent of such other assets securing such debt. In the event of a liquidation, dissolution, reorganization, bankruptcy or similar proceeding involving us, such assets which serve as collateral for such other secured debt that are not part of the collateral securing the New Notes will be available to satisfy the obligations under such secured debt before any payments are made on the New Notes.

The ratings of the New Notes may be lowered or withdrawn.

The ratings address the likelihood of timely payment of the scheduled interest and principal on each scheduled payment date. The ratings do not address the likelihood of payment of any overdue interest, premiums or any other amounts payable in respect of the New Notes or the timeliness of any accelerated principal payments coming due as the result of the occurrence of an event of default. A rating is not a recommendation to buy, sell or hold a note (or beneficial interests therein) and is subject to revision or withdrawal in the future by each rating agency.

Changes in our credit rating could adversely affect the market price or liquidity of the New Notes.

Credit rating agencies continually revise their ratings for the companies that they follow. Credit rating agencies also evaluate our industry as a whole and may change their credit ratings for CCH based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their initial ratings on the New Notes. A negative change in our ratings could have an adverse effect on the trading price or liquidity of the New Notes.

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