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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-5913059
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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700 Milam Street, Suite 800
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip code)
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Common Units Representing Limited
Partner Interests
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NYSE MKT
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(Title of Class)
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(Name of each exchange on which registered)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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statements regarding our ability to pay distributions to our unitholders;
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statements regarding our expected receipt of cash distributions from Sabine Pass LNG, L.P. ("Sabine Pass LNG") or Sabine Pass Liquefaction, LLC ("Sabine Pass Liquefaction");
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tatements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of liquefied natural gas ("LNG") imports into or exports from North America and other countries worldwide, regardless of the source of such information, or the transportation or demand for and prices related to natural gas, LNG or other hydrocarbon products
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statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
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statements relating to the construction of our Trains, including statements concerning the engagement of any engineering, procurement and construction ("EPC") contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
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statements regarding any agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, liquefaction or storage capacities that are, or may become subject to contracts;
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statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
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statements regarding our planned construction of additional Trains, including the financing of such Trains;
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statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
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statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections or objectives, including anticipated revenues and capital expenditures, any or all of which are subject to change;
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statements regarding legislative, governmental, regulatory, administrative or other public body actions, requirements, permits, investigations, proceedings or decisions;
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statements regarding our anticipated LNG and natural gas marketing activities; and
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any other statements that relate to non-historica
l or future information.
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Bcf
means billion cubic feet;
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Bcf/d
means billion cubic feet per day;
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Bcfe
means billion cubic feet of natural gas equivalent using the ratio of six thousand cubic feet of natural gas to one barrel (or 42 U.S. gallons liquid volume) of crude oil, condensate and natural gas liquids;
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cm
means cubic meter;
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Dthd
means dekatherms per day which is equivalent to one million British thermal units or one MMBtu per day;
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EPC
means engineering, procurement and construction;
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Henry Hub
means the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange's Henry Hub natural gas futures contract for the month in which a relevant cargo's delivery window is scheduled to begin;
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LNG
means liquefied natural gas;
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MMBtu
means million British thermal units;
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mmtpa
means million metric tons per annum;
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SPA
means a LNG sale and purchase agreement;
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Tcf
means trillion cubic feet;
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Train
means a natural gas liquefaction train; and
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TUA
means terminal use agreement.
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completing construction and commencing operation of our Trains (each in sequence, "Train 1", "Train 2", "Train 3", "Train 4", "Train 5" and "Train 6");
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developing and operating our Trains safely, efficiently and reliably;
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making LNG available to our long-term SPA customers to generate steady and reliable revenues and operating cash flows;
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safely maintaining and operating the Sabine Pass LNG terminal;
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utilizing capacity at the Sabine Pass LNG terminal for short-term and spot LNG purchases and sales until such capacity is used in connection with the Liquefaction Project;
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developing business relationships for the marketing of additional long-term and short-term agreements for excess LNG volumes at the Sabine Pass LNG terminal that have not been sold to our long-term customers, and for long-term and short-term contracts for potential future projects at other sites; and
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expanding our existing asset base through acquisitions from Cheniere or third parties or our own development of the Liquefaction Project or complementary businesses or assets such as other LNG terminals, natural gas storage assets and natural gas pipelines.
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Total Gas & Power North America, Inc. ("Total") has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to Sabine Pass LNG aggregating approximately $125 million per year for 20 years that commenced April 1, 2009. Total, S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions; and
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Chevron U.S.A. Inc. ("Chevron") has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to Sabine Pass LNG aggregating approximately $125 million per year for 20 years that commenced July 1, 2009. Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.
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BG Gulf Coast LNG, LLC ("BG") SPA commences upon the date of first commercial delivery for Train 1 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $2.25 per MMBtu and includes additional annual contract quantities of 36,500,000 MMBtu, 34,000,000 MMBtu, and 33,500,000 MMBtu upon the date of first commercial delivery for Train 2, Train 3 and Train 4, respectively, with a fixed fee of $3.00 per MMBtu. The total expected annual contracted cash flow from BG from the fixed fee component is $723 million. In addition, Sabine Pass Liquefaction has agreed to make LNG available to BG
to the extent that Train 1 becomes commercially operable prior to the beginning of the first delivery window. The obligations of BG are guaranteed by BG Energy Holdings Limited, a company organized under the laws of England and Wales, with a credit rating of A2/A.
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Gas Natural Aprovisionamientos SDG S.A. ("Gas Natural Fenosa"), an affiliate of Gas Natural SDG, S.A., SPA commences upon the date of first commercial delivery for Train 2 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $2.49 per MMBtu, equating to expected annual contracted cash flow from the fixed fee component of $454 million. The obligations of Gas Natural Fenosa are guaranteed by Gas Natural SDG S.A., a company organized under the laws of Spain, with a credit rating of Baa2/BBB.
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Korea Gas Corporation ("KOGAS")
SPA commences upon the date of first commercial delivery for Train 3 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $548 million. KOGAS is organized under the laws of the Republic of Korea, with a credit rating of A/A1.
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GAIL (India) Limited ("
GAIL") SPA commences upon the date of first commercial delivery for Train 4 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $548 million. GAIL is organized under the laws of India, with a credit rating of Baa2/BBB-.
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Total,
an affiliate of Total S.A., SPA commences upon the date of first commercial delivery for Train 5 and includes an annual contract quantity of 104,750,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $314 million. The obligations of Total are guaranteed by Total S.A., a company orga
nized under the laws of France, with a credit rating of Aa1/AA.
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Risks Relating to Our Financial Matters;
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Risks Relating to Our Business;
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Risks Relating to Our Cash Distributions;
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Risks Relating to an Investment in Us and Our Common Units; and
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Risks Relating to Tax Matters.
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expected supply is less than the amount hedged;
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the counterparty to the hedging contract defaults on its contractual obligations; or
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there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received.
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the facilities' performing below expected levels of efficiency;
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breakdown or failures of equipment;
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operational errors by vessel or tug operators;
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operational errors by us or any contracted facility operator;
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labor disputes; and
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weather-related interruptions of operations.
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the issuance and/or continued availability of necessary permits, licenses and approvals from governmental agencies and third parties as are required to construct and operate our proposed liquefaction facilities;
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the availability of sufficient financing on reasonable terms, or at all;
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our ability to satisfy the conditions precedent in SPAs with customers by specified dates;
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our ability to enter into additional satisfactory agreements with contractors and to maintain good relationships with these contractors in order to construct our proposed liquefaction facilities within the expected cost parameters, and the ability of those contractors to perform their obligations under the contracts and to maintain their creditworthiness;
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shortages of materials or delays in delivery of materials;
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local and general economic conditions;
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catastrophes, such as explosions, fires and product spills;
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resistance in the local community to the project to add liquefaction capabilities
at the
Sabine Pass LNG terminal adjacent to the existing
regasification facilities
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the ability to attract sufficient skilled and unskilled labor, increases in the level of labor costs and the existence of any labor disputes; and
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weather conditions, such as hurricanes.
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design and engineer each Train to operate in accordance with specifications;
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engage and retain third-party subcontractors and procure equipment and supplies;
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respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;
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attract, develop and retain skilled personnel, including engineers;
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post required construction bonds and comply with the terms thereof;
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manage the construction process generally, including coordinating with other contractors and regulatory agencies; and
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maintain their own financial condition, including adequate working capital.
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relatively minor changes in the supply of, and demand for, natural gas in relevant markets;
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political conditions in natural gas producing regions;
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the extent of domestic production and importation of natural gas in relevant markets;
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the level of demand for LNG and natural gas in relevant markets, including the effects of economic downturns or upturns;
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weather conditions;
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the competitive position of natural gas as a source of energy compared with other energy sources; and
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the effect of government regulation on the production, transportation and sale of natural gas.
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additions to competitive regasification capacity in North America, Europe, Asia and other markets, which could divert LNG from the Sabine Pass LNG terminal;
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competitive liquefaction capacity in North America, which could divert natural gas from our proposed liquefaction facilities;
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insufficient or oversupply of LNG liquefaction or receiving capacity worldwide;
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insufficient LNG tanker capacity;
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reduced demand and lower prices for natural gas;
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increased natural gas production deliverable by pipelines, which could suppress demand for LNG;
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cost improvements that allow competitors to offer LNG regasification services or provide liquefaction capabilities at reduced prices;
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changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;
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changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;
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adverse relative demand for LNG compared to other markets, which may decrease LNG imports into or exports from North America; and
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cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
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increased construction costs;
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economic downturns, increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms;
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decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects;
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the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities;
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political unrest or local community resistance to the siting of LNG facilities due to safety, environmental or security concerns; and
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any significant explosion, spill or similar incident involving an LNG facility or LNG vessel.
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an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards;
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political or economic disturbances in the countries where the vessels are being constructed;
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changes in governmental regulations or maritime self-regulatory organizations;
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work stoppages or other labor disturbances at the shipyards;
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bankruptcy or other financial crisis of shipbuilders;
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quality or engineering problems;
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weather interference or a catastrophic event, such as a major earthquake, tsunami or fire; and
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shortages of or delays in the receipt of necessary construction materials.
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increases in worldwide LNG production capacity and availability of LNG for market supply;
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increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply;
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increases in the cost to supply natural gas feedstock to the Liquefaction Project;
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decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel;
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increases in capacity and utilization of nuclear power and related facilities; and
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displacement of LNG by pipeline natural gas or alternate fuels in locations where access to these energy sources is not currently available.
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currency fluctuations;
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war;
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expropriation or nationalization of assets;
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renegotiation or nullification of existing contracts;
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changing political conditions;
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changing laws and policies affecting trade, taxation and investment;
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multiple taxation due to different tax structures; and
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the general hazards associated with the assertion of sovereignty over certain areas in which operations are conducted.
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we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts with them;
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we are unable to identify attractive capital expansion projects or negotiate acceptable engineering procurement and construction arrangements for them;
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we are unable to obtain necessary governmental approvals;
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we are unable to obtain financing for the acquisitions or capital expansion projects on economically acceptable terms, or at all;
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we are unable to secure adequate customer commitments to use the acquired or expansion facilities; or
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we are outbid by competitors.
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an inability to integrate successfully the businesses that we acquire with our existing business;
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a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance the acquisition;
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the assumption of unknown liabilities;
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limitations on rights to indemnity from the seller;
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mistaken assumptions about the cash generated, or to be generated, by the business acquired or the overall costs of equity or debt;
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the diversion of management's and employees' attention from other business concerns; and
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unforeseen difficulties encountered in operating new business segments or in new geographic areas.
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performance by counterparties of their obligations under the TUAs;
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performance by Sabine Pass LNG of its obligations under the TUAs;
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performance by, and the level of cash receipts received from, Cheniere Marketing under the VCRA; and
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the level of our operating costs, including payments to our general partner and its affiliates.
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the restrictions contained in our debt agreements and our debt service requirements, including the ability of Sabine Pass LNG to pay distributions to us under the indentures governing the Sabine Pass LNG Senior Notes as a result of requirements for a debt service reserve account, a debt payment account and satisfaction of a fixed charge coverage ratio and the ability of Sabine Pass Liquefaction to pay distributions to us under its credit facility and the Sabine Liquefaction Notes;
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the costs and capital requirements of acquisitions, if any;
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fluctuations in our working capital needs;
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our ability to borrow for working capital or other purposes; and
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the amount, if any, of cash reserves established by our general partner.
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make certain investments;
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purchase, redeem or retire equity interests;
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issue preferred stock;
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sell or transfer assets;
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incur liens;
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enter into transactions with affiliates;
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consolidate, merge, sell or lease all or substantially all of its assets; and
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enter into sale and leaseback transactions.
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neither our partnership agreement nor any other agreement requires Cheniere to pursue a business strategy that favors us. Cheniere's directors and officers have a fiduciary duty to make these decisions in favor of the owners of Cheniere, which may be contrary to our interests:
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our general partner controls the interpretation and enforcement of contractual obligations between us, on the one hand, and Cheniere, on the other hand, including provisions governing administrative services and acquisitions;
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our general partner is allowed to take into account the interests of parties other than us, such as Cheniere and its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to us and our unitholders;
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our general partner has limited its liability and reduced its fiduciary duties under the partnership agreement, while also restricting the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty;
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Cheniere is not limited in its ability to compete with us. Please read "-Cheniere is not restricted from competing with us and is free to develop, operate and dispose of, and is currently developing, LNG terminals, pipelines and other assets without any obligation to offer us the opportunity to develop or acquire those assets";
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our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities, and the establishment, increase or decrease in the amounts of reserves, each of which can affect the amount of cash that is distributed to our unitholders;
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our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and the ability of the subordinated units to convert to common units;
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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf;
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our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us;
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our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 80% of the common units; and
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
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permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, the exercise of its rights to transfer or vote the units it owns, the exercise of its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement;
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provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as general partner, as long as it acted in good faith, meaning that it believed the decision was in the best interests of our partnership;
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generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be "fair and reasonable" to us and that, in determining whether a transaction or resolution is "fair and reasonable," our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us;
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provides that our general partner, its affiliates and their officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such conduct was criminal; and
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provides that in resolving conflicts of interest, it will be presumed that in making its decision the conflicts committee or the general partner acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
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our unitholders' proportionate ownership interest in us will decrease;
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the amount of cash available per unit to pay distributions may decrease;
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because a lower percentage of total outstanding units will be subordinated units, the risk will increase that a shortfall in the payment of the initial quarterly distributions will be borne by our common unitholders;
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of the common units may decline.
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our quarterly distributions;
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our quarterly or annual earnings or those of other companies in our industry;
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actual or potential non-performance by any customer or a counterparty under any agreement;
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announcements by us or our competitors of significant contracts;
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changes in accounting standards, policies, guidance, interpretations or principles;
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general economic conditions;
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the failure of securities analysts to cover our common units or changes in financial or other estimates by analysts;
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future sales of our common units; and
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other factors described in these "Risk Factors."
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High
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Low
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Cash Distributions Per Common Unit (1)
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Cash Distributions
Per Subordinated Unit (2)
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Three Months Ended
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March 31, 2012
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$
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24.70
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$
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18.05
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$
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0.425
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$
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—
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June 30, 2012
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27.14
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19.81
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0.425
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—
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September 30, 2012
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26.58
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22.67
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0.425
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—
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December 31, 2012
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23.22
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17.87
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0.425
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—
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Three Months Ended
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March 31, 2011
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24.29
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15.31
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0.425
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—
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June 30, 2011
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19.32
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16.37
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0.425
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—
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September 30, 2011
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19.46
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12.07
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0.425
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—
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December 31, 2011
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18.35
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12.40
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0.425
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—
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(1)
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We also paid cash distributions to our general partner with respect to its 2% general partner interest.
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(2)
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As a result of the assignment of Cheniere Marketing's TUA to Cheniere Investments, effective July 1, 2010, our available cash for distributions was reduced. Therefore, we did not pay any distributions on our subordinated units with respect to the quarters ended on or after June 30, 2010.
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(3)
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In 2012, we issued Class B units, a new class of equity interests representing limited partner interests in us, in connection with the development of the Liquefaction Project. The Class B units are not entitled to cash distributions except in the event of a liquidation (or merger, combination or sale of substantially all of our assets). The Class B units are subject to conversion, mandatorily or at the option of the holders of the Class B units under specified circumstances, into a number of common units based on the then-applicable conversion value of the Class B units. On a quarterly basis beginning on the initial purchase of the Class B units, and ending on the conversion date of the Class B units, the conversion value of the Class B units increases at a compounded rate of 3.5% per quarter, subject to an additional upward adjustment for certain equity and debt financings. The holders of Class B units have a preference over the holders of the subordinated units in the event of a liquidation (or merger, combination or sale of substantially all of our assets).
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distributions of available cash from operating surplus on each of the outstanding common units (assuming conversion of the Class B units), subordinated units and any other outstanding units that are senior or equal in right of distribution to the subordinated units equaled or exceeded the initial quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
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the "adjusted operating surplus" (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the initial quarterly distributions on all of the outstanding common units (assuming conversion of the Class B units), subordinated units, general partner units and any other outstanding units that are senior or equal in right of distribution to the subordinated units during those periods on a fully diluted basis; and
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•
|
there are no arrearages in payment of the initial quarterly distribution on the common units.
|
•
|
the subordination period will end and each subordinated unit will immediately convert into one common unit;
|
•
|
any existing arrearages in payment of the initial quarterly distribution on the common units will be extinguished; and
|
•
|
the general partner will have the right to convert its general partner units and its incentive distribution rights into common units or to receive cash in exchange for those interests.
|
•
|
in connection with distributions of available cash from operating surplus, the amount of such distributions constituting "contracted adjusted operating surplus" (as defined below) on each outstanding common unit (assuming conversion of the Class B units), subordinated unit and any other outstanding unit that is senior or equal in right of distribution to the subordinated units equaled or exceeded $0.638 (150% of the initial quarterly distribution) for each quarter in the four-quarter period immediately preceding that date;
|
•
|
the contracted adjusted operating surplus generated during each quarter in the four-quarter period immediately preceding that date equaled or exceeded the sum of a distribution of $0.638 (150% of the initial quarterly distribution) on all of the outstanding common units (assuming conversion of the Class B units), subordinated units, general partner units, any other units that are senior or equal in right of distribution to the subordinated units, and any other equity securities that are junior to the subordinated units that the board of directors of our general partner deems to be appropriate for the calculation, after consultation with management of our general partner, on a fully diluted basis; and
|
•
|
there are no arrearages in payment of the initial quarterly distribution on the common unitsd
|
•
|
operating surplus generated with respect to that period; less
|
•
|
any net increase in working capital borrowings with respect to that period; less
|
•
|
any net reduction in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus
|
•
|
any net decrease in working capital borrowings with respect to that period; plus
|
•
|
any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.
|
•
|
generally means adjusted operating surplus derived solely from SPAs and TUAs, in each case, with a minimum term of three years with counterparties who are not affiliates of Cheniere; and
|
•
|
excludes revenues and expenses attributable to the portion of payments made under the LNG sale and purchase agreements related to the final settlement price for the New York Mercantile Exchange's Henry Hub natural gas futures contract for the month in which the relevant cargo's delivery window is scheduled.
|
|
|
Total Quarterly Distribution
Target Amount
|
|
Marginal Percentage
Interest Distributions
|
||
|
|
Common and Subordinated Unitholders
|
|
General Partner
|
||
Initial quarterly distribution
|
|
$0.425
|
|
98%
|
|
2%
|
First Target Distribution
|
|
Above $0.425 up to $0.489
|
|
98%
|
|
2%
|
Second Target Distribution
|
|
Above $0.489 up to $0.531
|
|
85%
|
|
15%
|
Third Target Distribution
|
|
Above $0.531 up to $0.638
|
|
75%
|
|
25%
|
Thereafter
|
|
Above $0.638
|
|
50%
|
|
50%
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues (including transactions with affiliates)
|
|
$
|
264,327
|
|
|
$
|
283,790
|
|
|
$
|
399,282
|
|
|
$
|
416,790
|
|
|
$
|
15,000
|
|
Expenses (including transactions with affiliates)
|
|
200,787
|
|
|
139,164
|
|
|
118,485
|
|
|
88,870
|
|
|
32,141
|
|
|||||
Income (loss) from operations
|
|
63,540
|
|
|
144,626
|
|
|
280,797
|
|
|
327,920
|
|
|
(17,141
|
)
|
|||||
Other expense
|
|
(213,676
|
)
|
|
(175,645
|
)
|
|
(173,229
|
)
|
|
(141,008
|
)
|
|
(61,203
|
)
|
|||||
Net income (loss)
|
|
(150,136
|
)
|
|
(31,019
|
)
|
|
107,568
|
|
|
186,912
|
|
|
(78,344
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in) operating activities
|
|
(26,214
|
)
|
|
14,249
|
|
|
104,137
|
|
|
234,311
|
|
|
(1,156
|
)
|
|||||
Cash flows provided by (used in) investing activities
|
|
(4,455
|
)
|
|
(8,191
|
)
|
|
(5,076
|
)
|
|
92,146
|
|
|
(560
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
|
368,546
|
|
|
22,008
|
|
|
(163,254
|
)
|
|
(208,922
|
)
|
|
1,710
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
419,292
|
|
|
$
|
81,415
|
|
|
$
|
53,349
|
|
|
$
|
117,542
|
|
|
$
|
7
|
|
Restricted cash and cash equivalents (current)
|
|
92,519
|
|
|
13,732
|
|
|
13,732
|
|
|
13,732
|
|
|
235,985
|
|
|||||
Non-current restricted cash and cash equivalents
|
|
272,425
|
|
|
82,394
|
|
|
82,394
|
|
|
82,394
|
|
|
137,984
|
|
|||||
Non-current restricted U.S. Treasury securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,829
|
|
|||||
Property, plant and equipment, net
|
|
2,704,895
|
|
|
1,514,416
|
|
|
1,550,465
|
|
|
1,588,557
|
|
|
1,517,507
|
|
|||||
Total assets
|
|
3,748,278
|
|
|
1,737,300
|
|
|
1,743,492
|
|
|
1,859,473
|
|
|
1,978,835
|
|
|||||
Long-term debt, net of discount
|
|
2,167,113
|
|
|
2,192,418
|
|
|
2,187,724
|
|
|
2,110,101
|
|
|
2,107,673
|
|
|||||
Long-term debt—related party, net of discount
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,928
|
|
|
70,661
|
|
|||||
Long-term debt—affiliate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,372
|
|
|||||
Deferred revenue
|
|
21,500
|
|
|
25,500
|
|
|
29,500
|
|
|
33,500
|
|
|
37,500
|
|
|||||
Deferred revenue—affiliate
|
|
14,720
|
|
|
12,266
|
|
|
9,813
|
|
|
7,360
|
|
|
4,971
|
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Standards
|
•
|
Sabine Pass Liquefaction entered into three LNG sale and purchase agreements ("SPAs"): (i) an amended and restated SPA with BG Gulf Coast LNG, LLC ("BG"), a subsidiary of BG Group plc, (ii) an SPA with Korea Gas Corporation ("KOGAS") and (iii) an SPA with Total Gas & Power North America, Inc. ("Total"), under which each customer has agreed to purchase LNG in the amount and upon the commencement of operations as designated in the SPAs;
|
•
|
Sabine Pass Liquefaction and Sabine Pass LNG received authorization from the Federal Energy Regulatory Commission ("FERC") to site, construct and operate facilities for the liquefaction and export of domestically produced natural gas
at the
Sabine Pass LNG terminal adjacent to the existing
regasification facilities
. The FERC order authorizes the development of up to four modular Trains;
|
•
|
We entered into Unit Purchase Agreements (the "Agreements") with Blackstone CQP Holdco LP ("Blackstone") and a wholly owned subsidiary of Cheniere. Under the Agreements, we sold 100.0 million and 33.3 million Class B units to Blackstone and Cheniere, respectively, in the aggregate at a price of $15.00 per Class B unit, for a total investment of
|
•
|
Sabine Pass Liquefaction closed on a $3.6 billion senior secured credit facility (the "Liquefaction Credit Facility") that will be used to fund a portion of the costs of developing, constructing and placing into service Train 1 and Train 2 of the Liquefaction Project;
|
•
|
We issued a full notice to proceed ("NTP") to Bechtel to construct Train 1 and Train 2 of the Liquefaction Project;
|
•
|
Sabine Pass LNG repurchased its $550.0 million 7.25% Senior Secured Notes due 2013 (the "2013 Notes") by issuing $420.0 million of 6.50% Senior Secured Notes due in 2020 (the "2020 Notes") and by our selling 8.0 million common units in an underwritten public offering at a price of $25.07 per common unit for net cash proceeds of $194.0 million;
|
•
|
Sabine Pass Liquefaction and Bechtel entered into a lump sum turnkey contract for the engineering, procurement and construction of Train 3 and Train 4 (the "EPC Contract (Train 3 and 4)"); and
|
•
|
In February 2013, Sabine Pass Liquefaction issued an aggregate principal amount of $1.5 billion of 5.625% Senior Secured Notes due 2021 (the "Sabine Liquefaction Notes"). Net proceeds from the offering are intended to be used to pay capital costs incurred in connection with the construction of Train 1 and Train 2 of the Liquefaction Project in lieu of a portion of the commitments under the Liquefaction Credit Facility.
|
•
|
Total has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to Sabine Pass LNG aggregating approximately $125 million per year for 20 years that commenced April 1, 2009. Total, S.A. has guaranteed Total’s obligations under its TUA up to $2.5 billion, subject to certain exceptions; and
|
•
|
Chevron U.S.A. Inc. ("Chevron") has reserved approximately 1.0 Bcf/d of regasification capacity and is obligated to make monthly capacity payments to Sabine Pass LNG aggregating approximately $125 million per year for 20 years that commenced July 1, 2009. Chevron Corporation has guaranteed Chevron’s obligations under its TUA up to 80% of the fees payable by Chevron.
|
•
|
BG Gulf Coast LNG, LLC ("BG") SPA commences upon the date of first commercial delivery for Train 1 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $2.25 per MMBtu and includes additional annual contract quantities of 36,500,000 MMBtu, 34,000,000 MMBtu, and 33,500,000 MMBtu upon the date of first commercial delivery for Train 2, Train 3 and Train 4, respectively, with a fixed fee of $3.00 per MMBtu. The total expected annual contracted cash flow from BG from the fixed fee component is $723 million. In addition, Sabine Pass Liquefaction has agreed to make LNG available to BG
to the extent that Train 1 becomes commercially operable prior to the beginning of the first delivery window. The obligations of BG are guaranteed by BG Energy Holdings Limited, a company organized under the laws of England and Wales, with a credit rating of A2/A.
|
•
|
Gas Natural Aprovisionamientos SDG S.A. ("Gas Natural Fenosa"), an affiliate of Gas Natural SDG, S.A., SPA commences upon the date of first commercial delivery for Train 2 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $2.49 per MMBtu, equating to expected annual contracted cash flow from the fixed fee component of $454 million. The obligations of Gas Natural Fenosa are guaranteed by Gas Natural SDG S.A., a company organized under the laws of Spain, with a credit rating of Baa2/BBB.
|
•
|
Korea Gas Corporation ("KOGAS")
SPA commences upon the date of first commercial delivery for Train 3 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $548 million. KOGAS is organized under the laws of the Republic of Korea, with a credit rating of A/A1.
|
•
|
GAIL (India) Limited ("
GAIL") SPA commences upon the date of first commercial delivery for Train 4 and includes an annual contract quantity of 182,500,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $548 million. GAIL is organized under the laws of India, with a credit rating of Baa2/BBB-.
|
•
|
Total,
an affiliate of Total S.A., SPA commences upon the date of first commercial delivery for Train 5 and includes an annual contract quantity of 104,750,000 MMBtu of LNG and a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of $314 million. The obligations of Total are guaranteed by Total S.A., a company orga
nized under the laws of France, with a credit rating of Aa1/AA.
|
•
|
Tranche
1
: up to $200 million;
|
•
|
Tranche 2
: up to $150 million;
|
•
|
Tranche 3
: up to $150 million; and
|
•
|
Tranche 4
: up to $3.126 billion.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Sources of cash and cash equivalents
|
|
|
|
|
|
|
||||||
Proceeds from sales of Class B units
|
|
$
|
1,887,342
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds from debt issuances
|
|
520,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of partnership common and general partner units
|
|
250,022
|
|
|
70,157
|
|
|
—
|
|
|||
Operating cash flow
|
|
—
|
|
|
14,249
|
|
|
104,137
|
|
|||
Total sources of cash and cash equivalents
|
|
2,657,364
|
|
|
84,406
|
|
|
104,137
|
|
|||
|
|
|
|
|
|
|
||||||
Uses of cash and cash equivalents
|
|
|
|
|
|
|
||||||
LNG terminal costs, net
|
|
(1,118,457
|
)
|
|
(7,137
|
)
|
|
(4,955
|
)
|
|||
Repayment of 2013 Notes
|
|
(550,000
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in restricted cash and cash equivalents
|
|
(343,877
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance and deferred financing costs
|
|
(222,378
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to unitholders
|
|
(57,821
|
)
|
|
(48,149
|
)
|
|
(163,249
|
)
|
|||
Operating cash flow
|
|
(26,214
|
)
|
|
—
|
|
|
—
|
|
|||
Advances under long-term contracts
|
|
(740
|
)
|
|
(1,054
|
)
|
|
(121
|
)
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Total uses of cash and cash equivalents
|
|
(2,319,487
|
)
|
|
(56,340
|
)
|
|
(168,330
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
|
337,877
|
|
|
28,066
|
|
|
(64,193
|
)
|
|||
Cash and cash equivalents—beginning of period
|
|
81,415
|
|
|
53,349
|
|
|
117,542
|
|
|||
Cash and cash equivalents—end of period
|
|
$
|
419,292
|
|
|
$
|
81,415
|
|
|
$
|
53,349
|
|
|
|
|
|
|
|
Total Distribution
|
||||||||||||
|
|
|
|
|
|
(in thousands)
|
||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution Per Common Unit
|
|
Common Units
|
|
Subordinated Units
|
|
General Partner Units
|
||||||||
February 14, 2012
|
|
October 1, 2011 - December 31, 2011
|
|
$
|
0.425
|
|
|
$
|
13,176
|
|
|
$
|
—
|
|
|
$
|
269
|
|
May 15, 2012
|
|
January 1, 2012 - March 31, 2012
|
|
$
|
0.425
|
|
|
$
|
13,323
|
|
|
$
|
—
|
|
|
$
|
272
|
|
August 15, 2012
|
|
April 1, 2012 - June 30, 2012
|
|
$
|
0.425
|
|
|
$
|
13,383
|
|
|
$
|
—
|
|
|
$
|
273
|
|
November 14, 2012
|
|
July 1, 2012 - September 30, 2012
|
|
$
|
0.425
|
|
|
$
|
16,783
|
|
|
$
|
—
|
|
|
$
|
343
|
|
|
|
Payments Due for Years Ended December 31,
|
||||||||||||||||||
|
|
Total
|
|
2013
|
|
2014 - 2015
|
|
2016 - 2017
|
|
Thereafter
|
||||||||||
Construction and purchase obligations (1)
|
|
$
|
3,044,606
|
|
|
$
|
1,286,184
|
|
|
$
|
1,532,576
|
|
|
$
|
225,846
|
|
|
$
|
—
|
|
Long-term debt (excluding interest) (2)
|
|
2,185,500
|
|
|
—
|
|
|
—
|
|
|
1,665,500
|
|
|
520,000
|
|
|||||
Operating lease obligations (3) (4)
|
|
279,777
|
|
|
9,625
|
|
|
19,229
|
|
|
19,039
|
|
|
231,884
|
|
|||||
Service contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Affiliate Sabine Pass LNG O&M Agreement (5)
|
|
28,176
|
|
|
1,682
|
|
|
3,365
|
|
|
3,365
|
|
|
19,764
|
|
|||||
Affiliate Sabine Pass LNG MSA (5)
|
|
112,711
|
|
|
6,729
|
|
|
13,458
|
|
|
13,458
|
|
|
79,066
|
|
|||||
Affiliate Sabine Pass Liquefaction O&M Agreement (5)
|
|
62,769
|
|
|
7,828
|
|
|
10,676
|
|
|
7,432
|
|
|
36,833
|
|
|||||
Affiliate Sabine Pass Liquefaction MSA (5)
|
|
351,910
|
|
|
31,313
|
|
|
42,704
|
|
|
38,477
|
|
|
239,416
|
|
|||||
Affiliate services agreement (5)
|
|
190,366
|
|
|
11,198
|
|
|
22,396
|
|
|
22,396
|
|
|
134,376
|
|
|||||
Cooperative endeavor agreements (5)
|
|
9,813
|
|
|
2,453
|
|
|
4,907
|
|
|
2,453
|
|
|
—
|
|
|||||
Other obligation (6)
|
|
1,113
|
|
|
1,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
6,266,741
|
|
|
$
|
1,358,125
|
|
|
$
|
1,649,311
|
|
|
$
|
1,997,966
|
|
|
$
|
1,261,339
|
|
|
(1)
|
A discussion of these obligations can be found at
Note 15—"Commitments and Contingencies"
of our Notes to Consolidated Financial Statements.
|
(2)
|
Based on the total debt balance, scheduled maturities and interest rates in effect at December 31,
2012
, our cash payments for interest would be $202.8 million in 2013, $201.6 million in 2014, $201.6 million in 2015, $191.2 million in 2016, $76.7 million in 2017 and $155.4 million for the remaining years for a total of $1,029.3 million. See
Note 11—"Long-Term Debt"
of our Consolidated Financial Statements.
|
(3)
|
A discussion of these obligations can be found in
Note 14—"Leases"
of our Consolidated Financial Statements.
|
(4)
|
Minimum lease payments have not been reduced by a minimum sublease rental of $112.8 million due in the future under non-cancelable tug boat subleases.
|
(5)
|
A discussion of these obligations can be found in
Note 13—"Related Party Transactions"
of our Consolidated Financial Statements.
|
(6)
|
Other obligation consists of LNG terminal security services.
|
Hedge Description
|
|
Hedge Instrument
|
|
Contract Volume (MMBtu)
|
|
Price Range ($/MMBtu)
|
|
Final Hedge Maturity Date
|
|
Fair Value (in thousands)
|
|
VaR (in thousands)
|
||||
LNG Inventory Derivatives
|
|
Fixed price natural gas swaps
|
|
1,518,095
|
|
$3.366 - $3.893
|
|
May 2013
|
|
$
|
232
|
|
|
$
|
25
|
|
Fuel Derivatives
|
|
Fixed price natural gas swaps
|
|
1,095,000
|
|
$3.351 - $4.050
|
|
January 2014
|
|
(98
|
)
|
|
5
|
|
Hedge Description
|
|
Hedge Instrument
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Fixed Interest Rate Range (%)
|
|
Final Hedge Maturity Date
|
|
Fair Value (in thousands)
|
|
10% Change in LIBOR (in thousands)
|
||||
Interest Rate Derivatives
|
|
Interest rate swaps
|
|
$20.0 million
|
|
$2.9 billion
|
|
1.978 - 1.981
|
|
July 2019
|
|
$
|
(26,424
|
)
|
|
$
|
19,241
|
|
Cheniere Energy Partners, L.P.
|
|
|
|
By:
|
Cheniere Energy Partners GP, LLC,
|
|
Its general partner
|
By:
|
/s/ CHARIF SOUKI
|
|
By:
|
/s/ MEG A. GENTLE
|
|
Charif Souki
|
|
|
Meg A. Gentle
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
/s/ ERNST & YOUNG LLP
|
Ernst & Young LLP
|
/s/ ERNST & YOUNG LLP
|
Ernst & Young LLP
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
419,292
|
|
|
$
|
81,415
|
|
Restricted cash and cash equivalents
|
|
92,519
|
|
|
13,732
|
|
||
Accounts and interest receivable
|
|
44
|
|
|
525
|
|
||
Accounts receivable—affiliate
|
|
2,005
|
|
|
328
|
|
||
Advances to affiliate
|
|
4,987
|
|
|
692
|
|
||
LNG inventory
|
|
2,625
|
|
|
473
|
|
||
LNG inventory - affiliate
|
|
4,420
|
|
|
4,369
|
|
||
Prepaid expenses and other
|
|
6,652
|
|
|
7,976
|
|
||
Total current assets
|
|
532,544
|
|
|
109,510
|
|
||
|
|
|
|
|
||||
Non-current restricted cash and cash equivalents
|
|
272,425
|
|
|
82,394
|
|
||
Property, plant and equipment, net
|
|
2,704,895
|
|
|
1,514,416
|
|
||
Debt issuance costs, net
|
|
220,949
|
|
|
17,622
|
|
||
Other
|
|
17,465
|
|
|
13,358
|
|
||
Total assets
|
|
$
|
3,748,278
|
|
|
$
|
1,737,300
|
|
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
73,760
|
|
|
$
|
704
|
|
Accounts payable—affiliate
|
|
1,122
|
|
|
530
|
|
||
Accrued liabilities
|
|
47,403
|
|
|
16,751
|
|
||
Accrued liabilities—affiliate
|
|
5,791
|
|
|
3,794
|
|
||
Deferred revenue
|
|
26,540
|
|
|
26,629
|
|
||
Deferred revenue—affiliate
|
|
696
|
|
|
688
|
|
||
Other
|
|
98
|
|
|
2,722
|
|
||
Total current liabilities
|
|
155,410
|
|
|
51,818
|
|
||
|
|
|
|
|
||||
Long-term debt, net of discount
|
|
2,167,113
|
|
|
2,192,418
|
|
||
Deferred revenue
|
|
21,500
|
|
|
25,500
|
|
||
Deferred revenue—affiliate
|
|
14,720
|
|
|
12,266
|
|
||
Long-term derivative liability
|
|
26,424
|
|
|
—
|
|
||
Other non-current liabilities
|
|
303
|
|
|
317
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Partners' capital (deficit)
|
|
|
|
|
||||
Common unitholders (39,488,488 and 31,003,154 units issued and outstanding at December 31, 2012 and 2011, respectively)
|
|
448,412
|
|
|
(52,774
|
)
|
||
Class B unitholders (133,333,334 units and zero units issued and outstanding as of December 31, 2012 and 2011, respectively)
|
|
(37,342
|
)
|
|
—
|
|
||
Subordinated unitholders (135,383,831 units issued and outstanding at December 31, 2012 and 2011)
|
|
949,482
|
|
|
(479,197
|
)
|
||
General partner interest (2% interest with 6,289,911 units and 3,395,653 units issued and outstanding at December 31, 2012 and 2011, respectively)
|
|
29,496
|
|
|
(13,048
|
)
|
||
Accumulated other comprehensive loss
|
|
(27,240
|
)
|
|
—
|
|
||
Total partners’ capital (deficit)
|
|
1,362,808
|
|
|
(545,019
|
)
|
||
Total liabilities and partners’ equity (deficit)
|
|
$
|
3,748,278
|
|
|
$
|
1,737,300
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
256,354
|
|
|
$
|
269,183
|
|
|
$
|
268,328
|
|
Revenues—affiliate
|
|
7,973
|
|
|
14,607
|
|
|
130,954
|
|
|||
Total revenues
|
|
264,327
|
|
|
283,790
|
|
|
399,282
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Operating and maintenance expense
|
|
35,457
|
|
|
21,827
|
|
|
27,069
|
|
|||
Operating and maintenance expense—affiliate
|
|
16,300
|
|
|
11,918
|
|
|
12,090
|
|
|||
Depreciation expense
|
|
42,551
|
|
|
42,943
|
|
|
42,299
|
|
|||
Development expense
|
|
37,559
|
|
|
32,448
|
|
|
8,738
|
|
|||
Development expense—affiliate
|
|
2,677
|
|
|
4,025
|
|
|
1,824
|
|
|||
General and administrative expense
|
|
10,303
|
|
|
5,534
|
|
|
6,190
|
|
|||
General and administrative expense—affiliate
|
|
55,940
|
|
|
20,469
|
|
|
20,275
|
|
|||
Total expenses
|
|
200,787
|
|
|
139,164
|
|
|
118,485
|
|
|||
|
|
|
|
|
|
|
||||||
Income from operations
|
|
63,540
|
|
|
144,626
|
|
|
280,797
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
|
(171,646
|
)
|
|
(173,590
|
)
|
|
(174,016
|
)
|
|||
Loss on early extinguishment of debt
|
|
(42,587
|
)
|
|
—
|
|
|
—
|
|
|||
Derivative gain (loss), net
|
|
58
|
|
|
(2,251
|
)
|
|
461
|
|
|||
Other
|
|
499
|
|
|
196
|
|
|
326
|
|
|||
Total other expense
|
|
(213,676
|
)
|
|
(175,645
|
)
|
|
(173,229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(150,136
|
)
|
|
$
|
(31,019
|
)
|
|
$
|
107,568
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted net income per common unit
|
|
$
|
0.27
|
|
|
$
|
1.23
|
|
|
$
|
1.70
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding used for basic and diluted net income (loss) per common unit calculation
|
|
33,470
|
|
|
27,910
|
|
|
26,416
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss)
|
|
$
|
(150,136
|
)
|
|
$
|
(31,019
|
)
|
|
$
|
107,568
|
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Interest rate cash flow hedges
|
|
|
|
|
|
|
||||||
Loss on settlements retained in other comprehensive income
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value of interest rate cash flow hedges
|
|
(27,104
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive loss
|
|
(27,240
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss)
|
|
$
|
(177,376
|
)
|
|
$
|
(31,019
|
)
|
|
$
|
107,568
|
|
|
Common Unitholders
|
|
Class B Unitholders
|
|
Subordinated Unitholders
|
|
General Partner Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Total Partners' Capital (Deficit)
|
||||||||||||
Balance, December 31, 2009
|
$
|
(41,494
|
)
|
|
$
|
—
|
|
|
$
|
(427,026
|
)
|
|
$
|
(11,807
|
)
|
|
$
|
—
|
|
|
$
|
(480,327
|
)
|
Net income
|
17,211
|
|
|
—
|
|
|
88,206
|
|
|
2,151
|
|
|
—
|
|
|
107,568
|
|
||||||
Distributions
|
(44,908
|
)
|
|
—
|
|
|
(115,076
|
)
|
|
(3,265
|
)
|
|
—
|
|
|
(163,249
|
)
|
||||||
Balance, December 31, 2010
|
(69,191
|
)
|
|
—
|
|
|
(453,896
|
)
|
|
(12,921
|
)
|
|
—
|
|
|
(536,008
|
)
|
||||||
Net loss
|
(5,098
|
)
|
|
—
|
|
|
(25,301
|
)
|
|
(620
|
)
|
|
—
|
|
|
(31,019
|
)
|
||||||
Sale of common and general partner units
|
68,701
|
|
|
—
|
|
|
—
|
|
|
1,456
|
|
|
—
|
|
|
70,157
|
|
||||||
Distributions
|
(47,186
|
)
|
|
—
|
|
|
—
|
|
|
(963
|
)
|
|
—
|
|
|
(48,149
|
)
|
||||||
Balance at December 31, 2011
|
(52,774
|
)
|
|
—
|
|
|
(479,197
|
)
|
|
(13,048
|
)
|
|
—
|
|
|
(545,019
|
)
|
||||||
Net loss
|
(28,351
|
)
|
|
—
|
|
|
(114,678
|
)
|
|
(7,107
|
)
|
|
—
|
|
|
(150,136
|
)
|
||||||
Sale of common and general partner units
|
204,878
|
|
|
—
|
|
|
—
|
|
|
45,144
|
|
|
—
|
|
|
250,022
|
|
||||||
Distributions
|
(56,665
|
)
|
|
—
|
|
|
—
|
|
|
(1,156
|
)
|
|
—
|
|
|
(57,821
|
)
|
||||||
Non-cash contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
5,663
|
|
|
—
|
|
|
5,663
|
|
||||||
Interest rate cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,240
|
)
|
|
(27,240
|
)
|
||||||
Sale of Class B units
|
—
|
|
|
1,887,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,887,339
|
|
||||||
Beneficial conversion feature of Class B units
|
386,473
|
|
|
(1,950,000
|
)
|
|
1,563,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of beneficial conversion feature of Class B units
|
(5,149
|
)
|
|
25,319
|
|
|
(20,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2012
|
$
|
448,412
|
|
|
$
|
(37,342
|
)
|
|
$
|
949,482
|
|
|
$
|
29,496
|
|
|
$
|
(27,240
|
)
|
|
$
|
1,362,808
|
|
|
|
Year Ended December 31,
|
|||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
|
$
|
(150,136
|
)
|
|
$
|
(31,019
|
)
|
|
$
|
107,568
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|||||||
Depreciation
|
|
42,551
|
|
|
42,943
|
|
|
42,299
|
|
||||
Use of restricted cash and cash equivalents
|
|
75,060
|
|
|
—
|
|
|
—
|
|
||||
Non-cash LNG inventory—affiliate write-downs
|
|
—
|
|
|
10,600
|
|
|
—
|
|
||||
Amortization of debt discount
|
|
4,695
|
|
|
4,695
|
|
|
4,695
|
|
||||
Amortization of debt issuance costs
|
|
4,362
|
|
|
4,382
|
|
|
4,863
|
|
||||
Non-cash derivative (gain) loss
|
|
(619
|
)
|
|
(195
|
)
|
|
124
|
|
||||
Loss on early extinguishment of debt
|
|
1,470
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
3,496
|
|
|
—
|
|
|
—
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||||
Accounts and interest receivable
|
|
481
|
|
|
853
|
|
|
(626
|
)
|
||||
Accounts receivable—affiliate
|
|
(1,677
|
)
|
|
384
|
|
|
2,874
|
|
||||
Accounts payable and accrued liabilities
|
|
1,960
|
|
|
(1,173
|
)
|
|
3,035
|
|
||||
Accounts payable and accrued liabilities—affiliate
|
|
2,412
|
|
|
(1,640
|
)
|
|
2,566
|
|
||||
Deferred revenue—affiliate
|
|
8
|
|
|
15
|
|
|
(62,833
|
)
|
||||
Deferred revenue
|
|
(4,089
|
)
|
|
(3,964
|
)
|
|
(3,864
|
)
|
||||
Advances to affiliate
|
|
(4,764
|
)
|
|
2,851
|
|
|
1,815
|
|
||||
LNG inventory—affiliate
|
|
(51
|
)
|
|
(14,969
|
)
|
|
—
|
|
||||
Other
|
|
(1,373
|
)
|
|
486
|
|
|
1,621
|
|
||||
Net cash provided by (used in) operating activities
|
|
(26,214
|
)
|
|
14,249
|
|
|
104,137
|
|
||||
|
|
|
|
|
|
|
|||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||
Use of restricted cash and cash equivalents
|
|
1,114,742
|
|
|
—
|
|
|
—
|
|
||||
LNG terminal costs, net
|
|
(1,118,457
|
)
|
|
(7,137
|
)
|
|
(4,955
|
)
|
||||
Advances under long-term contracts
|
|
(740
|
)
|
|
(1,054
|
)
|
|
(121
|
)
|
||||
Net cash used in investing activities
|
|
(4,455
|
)
|
|
(8,191
|
)
|
|
(5,076
|
)
|
||||
|
|
|
|
|
|
|
|||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from sale of Class B units, net
|
|
1,887,342
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from 2020 Notes
|
|
420,000
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from Liquefaction Credit Facility
|
|
100,000
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from sale of partnership units
|
|
250,022
|
|
|
70,157
|
|
|
—
|
|
||||
Investment in restricted cash and cash equivalents
|
|
(1,458,619
|
)
|
|
—
|
|
—
|
|
—
|
|
|||
Repayment of 2013 Notes
|
|
(550,000
|
)
|
|
—
|
|
|
—
|
|
||||
Debt issuance and deferred financing costs
|
|
(222,378
|
)
|
|
—
|
|
|
—
|
|
||||
Distributions to owners
|
|
(57,821
|
)
|
|
(48,149
|
)
|
|
(163,249
|
)
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Net cash provided by (used in) financing activities
|
|
368,546
|
|
|
22,008
|
|
|
(163,254
|
)
|
||||
|
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
|
337,877
|
|
|
28,066
|
|
|
(64,193
|
)
|
||||
Cash and cash equivalents—beginning of period
|
|
81,415
|
|
|
53,349
|
|
|
117,542
|
|
||||
Cash and cash equivalents—end of period
|
|
$
|
419,292
|
|
|
$
|
81,415
|
|
|
$
|
53,349
|
|
•
|
Holdings contributed through us to our wholly owned subsidiary, Cheniere Energy Investments, LLC ("Cheniere Investments"), all of its equity interests in Sabine Pass LNG-GP, LLC ("Sabine Pass GP") and Sabine Pass LNG-LP, LLC ("Sabine Pass LP"), which own all of the equity interests in Sabine Pass LNG, the owner of the entire interest in the Sabine Pass LNG terminal;
|
•
|
we issued to Holdings
21,362,193
common units and
135,383,831
subordinated units;
|
•
|
we issued to our general partner, a direct wholly owned subsidiary of Holdings,
3,302,045
general partner units representing a
2%
general partner interest in us and all of our incentive distribution rights, which will entitle our general partner to increasing percentages of the cash that we distribute in excess of $
0.489
per unit per quarter;
|
•
|
we issued
5,054,164
common units to the public in the Cheniere Partners Offering;
|
•
|
Holdings sold
8,445,836
common units to the public in the Cheniere Partners Offering, after which Holdings and the public held an aggregate
89.8%
and
8.2%
limited partner interest in us, respectively;
|
•
|
our general partner entered into a services agreement with an affiliate of Cheniere under which the affiliate provides various general and administrative services for an annual administrative fee of
$10.0 million
(adjusted for inflation after
January 1, 2007
), with payment having commenced
January 1, 2009
; provided that the fee is currently structured as a non-accountable overhead reimbursement charge of
$2.8 million
per quarter (indexed for inflation); and
|
•
|
we entered into a services and secondment agreement with an affiliate of Cheniere pursuant to which certain employees of the Cheniere affiliate have been seconded to our general partner to provide operating and routine maintenance services with respect to the Sabine Pass LNG terminal.
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
1,641,722
|
|
|
$
|
1,637,724
|
|
LNG terminal construction-in-process
|
|
1,228,647
|
|
|
286
|
|
||
LNG site and related costs, net
|
|
156
|
|
|
163
|
|
||
Accumulated depreciation
|
|
(166,538
|
)
|
|
(124,409
|
)
|
||
Total LNG terminal costs, net
|
|
2,703,987
|
|
|
1,513,764
|
|
||
|
|
|
|
|
||||
Fixed assets
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
368
|
|
|
227
|
|
||
Vehicles
|
|
704
|
|
|
416
|
|
||
Machinery and equipment
|
|
1,473
|
|
|
1,068
|
|
||
Other
|
|
760
|
|
|
916
|
|
||
Accumulated depreciation
|
|
(2,397
|
)
|
|
(1,975
|
)
|
||
Total fixed assets, net
|
|
908
|
|
|
652
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
$
|
2,704,895
|
|
|
$
|
1,514,416
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment (recondensers, vaporization and vents)
|
|
30
|
Sendout pumps
|
|
20
|
Others
|
|
15-30
|
Long-Term Debt
|
|
Debt Issuance Costs
|
|
Amortization Period
|
|
Accumulated
Amortization
|
|
Net Costs
|
||||||
Liquefaction Credit Facility
|
|
$
|
212,795
|
|
|
7 years
|
|
$
|
(12,728
|
)
|
|
$
|
200,067
|
|
2016 Notes
|
|
30,057
|
|
|
10 years
|
|
(18,030
|
)
|
|
12,027
|
|
|||
2020 Notes
|
|
9,092
|
|
|
8 years
|
|
(237
|
)
|
|
8,855
|
|
|||
Total
|
|
$
|
251,944
|
|
|
|
|
$
|
(30,995
|
)
|
|
$
|
220,949
|
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||||||||||
LNG Inventory Derivatives asset
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
—
|
|
|
$
|
1,610
|
|
|
$
|
—
|
|
|
$
|
1,610
|
|
Fuel Derivatives liability
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
1,415
|
|
|
—
|
|
|
1,415
|
|
||||||||
Interest Rate Derivatives liability
|
—
|
|
|
26,424
|
|
|
—
|
|
|
26,424
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
Balance Sheet Location
|
|
December 31, 2012
|
|
December 31, 2011
|
|||||
LNG Inventory Derivatives asset
|
Prepaid expenses and other
|
|
$
|
232
|
|
|
$
|
1,610
|
|
|
Fuel Derivatives liability
|
Other current liabilities
|
|
98
|
|
|
1,415
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
LNG Inventory Derivatives gain
|
$
|
1,036
|
|
|
$
|
2,300
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Fuel Derivatives gain (loss)
|
$
|
(622
|
)
|
|
$
|
(2,251
|
)
|
|
$
|
461
|
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
Interest Rate Derivatives - Designated
|
|
$16.1 million
|
|
$2.3 billion
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
Interest Rate Derivatives - De-designated
|
|
$3.9 million
|
|
$575.3 million
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
|
Balance Sheet Location
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Interest Rate Derivatives - Designated
|
|
Non-current derivative liabilities
|
|
$
|
21,290
|
|
|
$
|
—
|
|
Interest Rate Derivatives - De-designated
|
|
Non-current derivative liabilities
|
|
5,134
|
|
|
—
|
|
|
Gain (Loss) in Other Comprehensive Income
|
|
Gain (Loss) Reclassified from Accumulated OCI into Interest Expense (Effective Portion)
|
|
Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Interest Rate Derivatives - Designated
|
$
|
(21,290
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Derivatives - De-designated
|
(5,814
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest Rate Derivatives - Settlements
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest Rate Derivatives - De-designated
|
$
|
679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Commodity Derivatives:
|
|
|
|
|
||||
Assets
|
|
$
|
607
|
|
|
$
|
1,942
|
|
Liabilities
|
|
474
|
|
|
1,747
|
|
||
Interest Rate Derivatives:
|
|
|
|
|
||||
Assets - designated
|
|
$
|
17,512
|
|
|
$
|
—
|
|
Assets - de-designated
|
|
4,283
|
|
|
—
|
|
||
Liabilities - designated
|
|
38,729
|
|
|
—
|
|
||
Liabilities - de-designated
|
|
9,491
|
|
|
—
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2013 Notes (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
555,500
|
|
2016 Notes, net of discount (1)
|
|
1,647,113
|
|
|
1,824,177
|
|
|
1,642,418
|
|
|
1,650,630
|
|
||||
2020 Notes (1)
|
|
420,000
|
|
|
437,850
|
|
|
—
|
|
|
—
|
|
||||
Liquefaction Credit Facility (2)
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on
December 31, 2012
and
2011
, as applicable.
|
(2)
|
The Level 3 estimated fair value of the Liquefaction Credit Facility as of
December 31, 2012
was determined to be the carrying amount due to our ability to call this debt at anytime without penalty.
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Interest and related debt fees
|
|
$
|
16,327
|
|
|
$
|
13,732
|
|
Affiliate
|
|
5,791
|
|
|
3,794
|
|
||
LNG liquefaction costs
|
|
26,131
|
|
|
1,635
|
|
||
LNG terminal costs
|
|
977
|
|
|
1,122
|
|
||
Other
|
|
3,968
|
|
|
262
|
|
||
Total accrued liabilities (including affiliate)
|
|
$
|
53,194
|
|
|
$
|
20,545
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Long-term debt
|
|
|
|
|
||||
2013 Notes
|
|
$
|
—
|
|
|
$
|
550,000
|
|
2016 Notes
|
|
1,665,500
|
|
|
1,665,500
|
|
||
2020 Notes
|
|
420,000
|
|
|
—
|
|
||
Liquefaction Credit Facility
|
|
100,000
|
|
|
—
|
|
||
Total long-term, debt
|
|
2,185,500
|
|
|
2,215,500
|
|
||
|
|
|
|
|
||||
Long-term debt discount
|
|
|
|
|
||||
2016 Notes
|
|
(18,387
|
)
|
|
(23,082
|
)
|
||
Total long-term debt, net of discount
|
|
$
|
2,167,113
|
|
|
$
|
2,192,418
|
|
|
|
Payments Due for the Years Ended December 31,
|
||||||||||||||||||
|
|
Total
|
|
2013
|
|
2014 to 2015
|
|
2016 to 2017
|
|
Thereafter
|
||||||||||
Debt (including related parties):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016 Notes
|
|
$
|
1,665,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,665,500
|
|
|
$
|
—
|
|
2020 Notes
|
|
420,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420,000
|
|
|||||
Liquefaction Credit Facility
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Debt (including related parties)
|
|
$
|
2,185,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,665,500
|
|
|
$
|
520,000
|
|
•
|
the excess of: a) the present value at such redemption date of (i) the redemption price of the
2016 Notes
plus (ii) all required interest payments due on the
2016 Notes
(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus
50
basis points; over b) the principal amount of the
2016 Notes
, if greater.
|
Year ending December 31,
|
|
Lease Payments (2)
|
||
2013
|
|
$
|
9,625
|
|
2014
|
|
9,625
|
|
|
2015
|
|
9,604
|
|
|
2016
|
|
9,577
|
|
|
2017
|
|
9,462
|
|
|
Later years (1)
|
|
231,884
|
|
|
Total minimum payments required
|
|
$
|
279,777
|
|
|
(1)
|
Includes certain lease option renewals as they are reasonably assured
.
|
(2)
|
Lease payments for Sabine Pass LNG’s tug boat lease represent its lease payment obligation and do not take into account the
$112.8 million
of sublease payments Sabine Pass LNG will receive from its three TUA customers that effectively offset these lease payment obligations, as discussed below.
|
|
|
Year Ended December 31
,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash paid during the year for interest, net of amounts capitalized
|
|
$
|
160,273
|
|
|
$
|
164,513
|
|
|
$
|
164,793
|
|
LNG terminal costs funded with accounts payable and accrued liabilities
|
|
99,680
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Total Distribution (in thousands)
|
||||||||||||||||
Date Paid
|
|
Period Covered by Distribution
|
|
Distribution Per Common Unit
|
|
Distribution Per Subordinated Unit
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner Units
|
||||||||||
November 14, 2012
|
|
July 1 - September 30, 2012
|
|
$
|
0.425
|
|
|
$
|
—
|
|
|
$
|
16,783
|
|
|
—
|
|
|
—
|
|
|
$
|
342
|
|
August 13, 2012
|
|
April 1 - June 30, 2012
|
|
0.425
|
|
|
—
|
|
|
13,383
|
|
|
—
|
|
|
—
|
|
|
273
|
|
||||
May 14, 2012
|
|
January 1 - March 31, 2012
|
|
0.425
|
|
|
|
|
13,323
|
|
|
—
|
|
|
|
|
272
|
|
||||||
February 12, 2012
|
|
October 1 - December 31, 2011
|
|
0.425
|
|
|
|
|
13,176
|
|
|
—
|
|
|
|
|
269
|
|
||||||
November 14, 2011
|
|
July 1 - September 30, 2011
|
|
0.425
|
|
|
—
|
|
|
13,176
|
|
|
—
|
|
|
—
|
|
|
269
|
|
||||
August 12, 2011
|
|
April 1 - June 30, 2011
|
|
0.425
|
|
|
—
|
|
|
11,446
|
|
|
—
|
|
|
—
|
|
|
234
|
|
||||
May 13, 2011
|
|
January 1 - March 31, 2011
|
|
0.425
|
|
|
—
|
|
|
11,335
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||
February 11, 2011
|
|
October 1 - December 31, 2010
|
|
0.425
|
|
|
—
|
|
|
11,229
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||
November 12, 2010
|
|
July 1 - September 30, 2010
|
|
0.425
|
|
|
—
|
|
|
11,227
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||
August 13, 2010
|
|
April 1 - June 30, 2010
|
|
0.425
|
|
|
—
|
|
|
11,227
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||
May 14, 2010
|
|
January 1 - March 31, 2010
|
|
0.425
|
|
|
0.425
|
|
|
11,227
|
|
|
—
|
|
|
57,538
|
|
|
1,403
|
|
||||
February 12, 2010
|
|
October 1 - December 31, 2009
|
|
0.425
|
|
|
0.425
|
|
|
11,227
|
|
|
—
|
|
|
57,538
|
|
|
1,403
|
|
|
|
|
|
Limited Partner Units
|
|
|
||||||||||||||
|
|
Total
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(150,136
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
61,501
|
|
|
60,271
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
|
—
|
|
|
(5,149
|
)
|
|
25,319
|
|
|
(20,170
|
)
|
|
—
|
|
|||||
Assumed allocation of undistributed net loss
|
|
(211,637
|
)
|
|
(46,061
|
)
|
|
—
|
|
|
(157,917
|
)
|
|
(7,659
|
)
|
|||||
Assumed allocation of net income (loss)
|
|
|
|
$
|
9,061
|
|
|
$
|
25,319
|
|
|
$
|
(178,087
|
)
|
|
$
|
(6,429
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
33,470
|
|
|
43,303
|
|
|
135,384
|
|
|
|
|||||||
Net income (loss) per unit
|
|
|
|
$
|
0.27
|
|
|
$
|
0.58
|
|
|
$
|
(1.32
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(31,019
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
50,136
|
|
|
49,134
|
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|||||
Assumed allocation of undistributed net loss
|
|
(81,155
|
)
|
|
(14,819
|
)
|
|
—
|
|
|
(64,713
|
)
|
|
(1,623
|
)
|
|||||
Assumed allocation of net income (loss)
|
|
|
|
$
|
34,315
|
|
|
$
|
—
|
|
|
$
|
(64,713
|
)
|
|
$
|
(621
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
27,910
|
|
|
—
|
|
|
135,384
|
|
|
|
|||||||
Net income (loss) per unit
|
|
|
|
$
|
1.23
|
|
|
$
|
—
|
|
|
$
|
(0.48
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
107,568
|
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
104,538
|
|
|
44,910
|
|
|
—
|
|
|
57,538
|
|
|
2,090
|
|
|||||
Assumed allocation of undistributed net loss
|
|
3,030
|
|
|
—
|
|
|
—
|
|
|
2,969
|
|
|
61
|
|
|||||
Assumed allocation of net income
|
|
|
|
$
|
44,910
|
|
|
$
|
—
|
|
|
$
|
60,507
|
|
|
$
|
2,151
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
26,416
|
|
|
—
|
|
|
135,384
|
|
|
|
|||||||
Net income per unit
|
|
|
|
$
|
1.70
|
|
|
$
|
—
|
|
|
$
|
0.45
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
69,323
|
|
|
$
|
61,396
|
|
|
$
|
66,308
|
|
|
67,300
|
|
|
Income from operations
|
|
24,891
|
|
|
18,275
|
|
|
772
|
|
|
19,602
|
|
||||
Net loss
|
|
(19,332
|
)
|
|
(24,861
|
)
|
|
(42,422
|
)
|
|
(63,521
|
)
|
||||
Net income (loss) per common unit—basic and diluted
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.04
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
74,450
|
|
|
$
|
73,609
|
|
|
$
|
64,907
|
|
|
$
|
70,824
|
|
Income from operations
|
|
41,127
|
|
|
36,932
|
|
|
29,523
|
|
|
37,044
|
|
||||
Net loss
|
|
(2,209
|
)
|
|
(6,868
|
)
|
|
(14,479
|
)
|
|
(7,463
|
)
|
||||
Net income per common unit—basic and diluted
|
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
0.30
|
|
Name
|
|
Age
|
|
Position with Our General Partner
|
Charif Souki
|
|
60
|
|
Director, Chairman of the Board and Chief Executive Officer
|
R. Keith Teague
|
|
48
|
|
Director, President and Chief Operating Officer
|
Meg A. Gentle
|
|
38
|
|
Director, Senior Vice President and Chief Financial Officer
|
Lon McCain
|
|
65
|
|
Director
|
James R. Ball
|
|
62
|
|
Director
|
David I. Foley
|
|
45
|
|
Director
|
Sean T. Klimczak
|
|
36
|
|
Director
|
Vincent Pagano, Jr.
|
|
62
|
|
Director
|
Oliver G. Richard, III
|
|
60
|
|
Director
|
H. Davis Thames
|
|
45
|
|
Director
|
Name
|
|
Fees
Earned
or Paid
in Cash
|
|
Unit
Awards (1)
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All Other
Compensation
|
|
Total
|
||||||||||||||
Charif Souki (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
R. Keith Teague(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Meg A. Gentle (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
James R. Ball (3)
|
|
9,722
|
|
|
305,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
315,002
|
|
|||||||
Mike Bock (4)
|
|
122,304
|
|
|
62,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185,004
|
|
|||||||
David I. Foley (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Sean T. Klimczak (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Lon McCain (6)
|
|
133,332
|
|
|
70,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,652
|
|
|||||||
Vincent Pagano, Jr. (7)
|
|
—
|
|
|
249,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,000
|
|
|||||||
Oliver G. Richard, III (8)
|
|
12,639
|
|
|
305,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317,919
|
|
|||||||
Robert J. Sutcliffe (9)
|
|
123,640
|
|
|
70,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,960
|
|
|||||||
H. Davis Thames (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Don A. Turkleson (10)
|
|
40,694
|
|
|
62,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,394
|
|
|||||||
Walter L. Williams (11)
|
|
40,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,794
|
|
|
52,488
|
|
|
(1)
|
Reflects aggregate grant date fair value. The phantom units are to be settled in cash. The units are valued using the closing unit price on the date of grant and are revalued on a quarterly basis through the date of vesting.
|
(2)
|
Charif Souki, Keith Teague and Meg Gentle are executive officers of our general partner and are also executive officers of Cheniere. Davis Thames is an executive officer of Cheniere. Cheniere compensates these officers for the performance of their duties as executive officers of Cheniere, which includes managing our partnership. They do not receive additional compensation for service as directors.
|
(3)
|
Mr. Ball was appointed as a director effective September 7, 2012 and was granted 12,000 phantom units with a grant date fair value of $305,280 on that date. As of December 31, 2012, he held 12,000 phantom units.
|
(4)
|
Mr. Bock was granted 3,000 phantom units in 2012 with a grant date fair value of $62,700. Mr. Bock received $94,050 in cash upon the vesting of 4,500 phantom units in June 2012 and $62,250 in cash upon the vesting of 3,000 phantom units upon his removal as a director on December 7, 2012. As of December 31, 2012, he held 6,750 phantom units, which will be paid in cash subject to their normal vesting schedule.
|
(5)
|
David Foley is a Senior Managing Director and Sean Klimczak is a Managing Director in the Private Equity Group of The Blackstone Group L.P and they do not receive additional compensation for service as directors.
|
(6)
|
Mr. McCain was granted 3,000 phantom units in 2012 with a grant date fair value of $70,320. Mr. McCain received $70,320 in cash upon the vesting of 3,000 phantom units in May 2012. As of December 31, 2012, he held a total of 7,500 phantom units.
|
(7)
|
Mr. Pagano was appointed as a director effective December 7, 2012 and was granted 12,000 phantom units with a grant date fair value of $249,000 on that date. As of December 31, 2012, he held 12,000 phantom units.
|
(8)
|
Mr. Richard was appointed as a director effective September 7, 2012 and was granted 12,000 phantom units with a grant date fair value of $305,280 on that date. As of December 31, 2012, he held 12,000 phantom units.
|
(9)
|
Mr. Sutcliffe was granted 3,000 phantom units in 2012 with a grant date fair value of $70,320. Mr. Sutcliffe received $70,320 in cash upon the vesting of 3,000 phantom units in May 2012 and $76,320 in cash upon the vesting of 3,000 phantom units upon his removal as a director on September 7, 2012. As of December 31, 2012, he held a total of 4,500 phantom units, which will be paid in cash subject to their normal vesting schedule.
|
(10)
|
Mr. Turkleson was granted 3,000 phantom units in 2012 with a grant date fair value of $62,700. Mr. Turkleson received $94,050 in cash upon the vesting of 4,500 phantom units in June 2012 and $76,320 in cash upon the vesting of 3,000 phantom units upon his removal as a director on September 7, 2012. As of December 31, 2012, he held a total of 6,750 phantom units, which will be paid in cash subject to their normal vesting schedule.
|
(11)
|
Mr. Williams received $132,877 in cash upon the vesting of 5,250 phantom units in September 2012. Mr. Williams was removed as a director effective September 7, 2012. As of December 31, 2012, he held a total of 4,500 phantom units, which will be paid in cash subject to their normal vesting schedule. Mr. Williams also had use of an office, parking space, laptop and blackberry at Cheniere's headquarters during 2012. The pro rata amount of office lease expense related to that space was approximately $3,348. The parking expense was approximately $3,442 and the laptop and blackberry expense was approximately $5,004.
|
•
|
each person who beneficially owns more than 5% of the units;
|
•
|
each of the directors of our general partner;
|
•
|
each of the executive officers of our general partner; and
|
•
|
all directors and executive officers of our general partner as a group.
|
Name of Beneficial Owner
|
|
Common
Units
Beneficially
Owned
|
|
Percentage
of
Common
Units
Beneficially
Owned
|
|
Class B Units Beneficially Owned
|
|
Percentage of Class B Units Beneficially Owned
|
|
Subordinated
Units
Beneficially
Owned
|
|
Percentage
of
Subordinated
Units
Beneficially
Owned
|
|
Percentage
of Total
Equity
Securities
Beneficially
Owned
|
||||||||
Cheniere Energy, Inc. (1)(2)
|
|
11,963,488
|
|
|
30
|
%
|
|
33,333,334
|
|
|
25
|
%
|
|
135,383,831
|
|
|
100
|
%
|
|
59
|
%
|
|
Cheniere LNG Holdings, LLC (2)
|
|
11,963,488
|
|
|
30
|
%
|
|
33,333,334
|
|
|
25
|
%
|
|
135,383,831
|
|
|
100
|
%
|
|
59
|
%
|
|
Cheniere Subsidiary Holdings, LLC (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,383,831
|
|
|
100
|
%
|
|
43
|
%
|
|
Cheniere Common Units Holding, LLC (2)
|
|
11,963,488
|
|
|
30
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
4
|
%
|
Cheniere Class B Units Holding, LLC (2)
|
|
—
|
|
|
—
|
|
|
33,333,334
|
|
|
25
|
%
|
|
—
|
|
|
—
|
|
|
11
|
%
|
|
Blackstone CQP Holdco LP (4)
|
|
—
|
|
|
—
|
|
|
100,000,000
|
|
|
75
|
%
|
|
—
|
|
|
—
|
|
|
32
|
%
|
|
Charif Souki (3)
|
|
400,100
|
|
|
1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
R. Keith Teague
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Meg A. Gentle
|
|
8,035
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
James R. Ball
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
David I. Foley (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sean T. Klimczak (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Lon McCain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Vincent Pagano, Jr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Oliver G. Richard, III
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
H. Davis Thames
|
|
500
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
All executive officers and directors as a group (10 persons)
|
|
408,635
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
Less than 1%
|
(1)
|
Cheniere Energy, Inc. is the ultimate parent company of Cheniere LNG Holdings, LLC, Cheniere Subsidiary Holdings, LLC, Cheniere Common Units Holding, LLC and Cheniere Class B Units Holding, LLC and and may, therefore, be deemed to beneficially own the units held by Cheniere LNG Holdings, LLC, Cheniere Subsidiary Holdings, LLC, Cheniere Common Units Holding, LLC and Cheniere Class B Units Holding, LLC.
|
(2)
|
Cheniere LNG Holdings, LLC owns 100% of the equity interests in our general partner and an 59% limited partner interest in us either directly or through Cheniere Subsidiary Holdings, LLC, Cheniere Common Units Holding, LLC and Cheniere Class B Units Holding, LLC each a wholly owned subsidiary, and may, therefore, be deemed to beneficially own the units held by Cheniere Subsidiary Holdings, LLC, Cheniere Common Units Holding, LLC and Cheniere Class B Units Holding, LLC
|
(3)
|
Includes 400,100 units owned by Mr. Souki's wife.
|
(4)
|
The address is 345 Park Avenue, 44th floor, New York, New York 10154.
|
(5)
|
Messrs. Foley and Klimczak were appointed as directors of our general partner pursuant to an investors' rights agreement entered into in connection with Blackstone CQP Holdco LP's purchase of Class B units.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
|
Weighted-average exercise price of outstanding
options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
|
Equity compensation plans approved by security holders
|
|
—
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
N/A
|
|
1,250,000
|
|
Total
|
|
—
|
|
N/A
|
|
1,250,000
|
|
|
(1)
|
The phantom units that have been granted are payable in cash at the time of vesting in an amount equal to the fair market value of a common unit on such date.
|
•
|
a director who is, or during the past three years was, employed by the partnership, general partner or by any parent or subsidiary of the partnership or general partner;
|
•
|
a director who accepts, or has an immediate family member who accepts, any compensation from the partnership, general partner or any parent or subsidiary of the partnership or general partner in excess of $120,000 during any twelve consecutive-month period or any of the past three fiscal years, other than compensation for board or committee services, or compensation paid to an immediate family member who is a non-executive employee of the partnership, general partner or any parent or subsidiary of the partnership or general partner, among other exceptions;
|
•
|
a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the partnership, general partner or any parent or subsidiary of the partnership or general partner as an executive officer;
|
•
|
a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the partnership, general partner or any parent or subsidiary of the partnership or general partner made, or from which the partnership, general partner or any parent or subsidiary of the partnership or general partner received, payments (other than those arising solely from investments in our common units or payments
|
•
|
a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the executive officers of the partnership, general partner or any parent or subsidiary of the partnership or general partner serves on the compensation committee of such other entity; or
|
•
|
a director who is, or has an immediate family member who is, a current partner of the outside auditor of the partnership, general partner or parent or subsidiary of the partnership or general partner, or was a partner or employee of the outside auditor of the partnership, general partner or any parent or subsidiary of the partnership or general partner who worked on our audit at any time during any of the past three years.
|
|
|
Ernst & Young LLP
|
||||||
|
|
Fiscal 2012
|
|
Fiscal 2011
|
||||
Audit Fees
|
|
$
|
1,376,834
|
|
|
$
|
1,062,227
|
|
Audit-Related Fees
|
|
253,777
|
|
|
171,767
|
|
||
Total
|
|
$
|
1,630,611
|
|
|
$
|
1,233,994
|
|
(a)
|
Financial Statements and Exhibits
|
(1)
|
Financial Statements—Cheniere Energy Partners, L.P.:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits
|
Exhibit No.
|
|
Description
|
2.1*
|
|
Contribution and Conveyance Agreement. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 26, 2007)
|
|
|
|
3.1*
|
|
Certificate of Limited Partnership of Cheniere Energy Partners, L.P. (Incorporated by reference to Exhibit 3.1 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on December 21, 2006)
|
|
|
|
3.2*
|
|
Third Amended and Restated Agreement of Limited Partnership of Cheniere Energy Partners, L.P., dated as of August 9, 2012. (Incorporated by reference to Exhibit 3.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
|
|
|
3.3*
|
|
Certificate of Formation of Cheniere Energy Partners GP, LLC. (Incorporated by reference to Exhibit 3.3 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on December 21, 2006)
|
|
|
|
3.4*
|
|
Third Amended and Restated Limited Liability Company Agreement of Cheniere Energy Partners GP, LLC, dated as of August 9, 2012. (Incorporated by reference to Exhibit 3.2 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
|
|
|
4.1*
|
|
Form of common unit certificate. (Incorporated by reference to Exhibit A to Exhibit 3.2 above)
|
|
|
|
4.2*
|
|
Indenture, dated as of November 9, 2006, between Sabine Pass LNG, L.P., as issuer, and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 4.1 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
4.3*
|
|
Form of 7.50% Senior Secured Note due 2016. (Included as Exhibit A1 to Exhibit 4.2 above)
|
|
|
|
4.4*
|
|
Indenture, dated as of October 16, 2012, by and among Sabine Pass LNG, L.P., the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee. (Incorporated by reference to Exhibit 4.1 to Sabine Pass LNG L.P.’s Current Report on Form 8-K (SEC File No. 001-138916), filed on October 19, 2012)
|
|
|
|
4.5*
|
|
Form of 6.5% Senior Secured Note due 2020. (Included as Exhibit A1 to Exhibit 4.4 above)
|
|
|
|
4.6*
|
|
Indenture, dated as of February 1, 2013, by and among Sabine Pass Liquefaction, LLC, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee. (Incorporated by reference to Exhibit 4.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on February 4, 2013)
|
|
|
|
4.7*
|
|
Form of 5.625% Senior Secured Note due 2021. (Included as Exhibit A-1 to Exhibit 4.6 above)
|
|
|
|
10.1*
|
|
LNG Terminal Use Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
|
|
|
10.2*
|
|
Amendment of LNG Terminal Use Agreement, dated January 24, 2005, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.40 to Cheniere Energy, Inc.'s Annual Report on Form 10-K (SEC File No. 001-16383), filed on March 10, 2005)
|
|
|
|
10.3*
|
|
Amendment of LNG Terminal Use Agreement, dated June 15, 2010, by and between Total Gas & Power North America, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 6, 2010)
|
|
|
|
10.4*
|
|
Letter Agreement, dated September 11, 2012, between Total Gas & Power North America, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.5*
|
|
Omnibus Agreement, dated September 2, 2004, by and between Total LNG USA, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
|
|
|
10.6*
|
|
Guaranty, dated as of November 9, 2004, by Total S.A. in favor of Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001 16383), filed on November 15, 2004)
|
|
|
|
10.7*
|
|
LNG Terminal Use Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
|
|
|
10.8*
|
|
Amendment to LNG Terminal Use Agreement, dated December 1, 2005, by and between Chevron U.S.A., Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.28 to Sabine Pass LNG, L.P.'s Registration Statement on Form S-4 (SEC File No. 333-138916), filed on November 22, 2006)
|
|
|
|
10.9*
|
|
Amendment of LNG Terminal Use Agreement, dated June 16, 2010, by and between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 6, 2010)
|
|
|
|
10.10*
|
|
Omnibus Agreement, dated November 8, 2004, between Chevron U.S.A. Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.5 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
|
|
|
10.11*
|
|
Guaranty Agreement, dated as of December 15, 2004, from ChevronTexaco Corporation to Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.12 to Sabine Pass LNG, L.P.'s Registration Statement on Form S-4 (SEC File No. 333-138916), filed on November 22, 2006)
|
|
|
|
10.12*
|
|
Second Amended and Restated Terminal Use Agreement, dated as of July 31, 2012, between Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC. (Incorporated by reference to Exhibit 10.1 to Sabine Pass LNG, L.P.’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
|
|
|
10.13*
|
|
Guarantee Agreement, dated as of July 31, 2012, by Cheniere Energy Partners, L.P. in favor of Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to Sabine Pass LNG, L.P.’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
|
|
|
10.14*
|
|
Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement, dated October 23, 2007. (Incorporated by reference to Exhibit 10.7 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 6, 2007)
|
|
|
|
10.15*
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between Sabine Pass Liquefaction, LLC (Seller) and BG Gulf Coast LNG, LLC (Buyer). (Incorporated by reference to Exhibit 10.1 to Cheniere Partners' Current Report on Form 8-K (SEC File No. 001-33366), filed on January 26, 2012)
|
|
|
|
10.16*
|
|
LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (Buyer). (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on November 21, 2011)
|
|
|
|
10.17*
|
|
LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer). (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 12, 2011)
|
|
|
|
10.18
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer).
|
|
|
|
10.19*
|
|
LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer). (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on January 30, 2012)
|
|
|
|
10.20
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer).
|
|
|
|
10.21*
|
|
LNG Sale and Purchase Agreement (FOB), dated May 14, 2012, by and between Sabine Pass Liquefaction, LLC and Cheniere Marketing, LLC. (Incorporated by reference to Exhibit 10.7 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.22*
|
|
LNG Sale and Purchase Agreement (FOB), dated December 14, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer). (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 14, 2012)
|
|
|
|
10.23*
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to the SEC's grant of a confidential treatment request.) (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on November 14, 2011)
|
|
|
|
10.24*
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0001 EPC Terms and Conditions, dated May 1, 2012, (ii) the Change Order CO-0002 Heavies Removal Unit, dated May 23, 2012, (iii) the Change Order CO-0003 LNTP, dated June 6, 2012, (iv) the Change Order CO-0004 Addition of Inlet Air Humidification, dated July 10, 2012, (v) the Change Order CO-0005 Replace Natural Gas Generators with Diesel Generators, dated July 10, 2012, (vi) the Change Order CO-0006 Flange Reduction and Valve Positioners, dated July 12, 2012, and (vii) the Change Order CO-0007 Relocation of Temporary Facilities, Power Poles Relocation Reimbursement, and Duck Blind Road Improvement Reimbursement, dated July 13, 2012. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 3, 2012)
|
|
|
|
10.25*
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0008 Delay in Full Placement of Insurance, dated July 27, 2012, (ii) the Change Order CO-0009 HAZOP Action Items, dated July 31, 2012, (iii) the Change Order CO-0010 Fuel Provisional Sum, dated August 8, 2012, (iv) the Change Order CO-0011 Currency Provisional Sum, dated August 8, 2012, (v) the Change Order CO-0012 Delay in NTP, dated August 8, 2012, and (vi) the Change Order CO-0013 Early EPC Work Credit, dated August 29, 2012. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy Partners L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.26
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0014 Bundle of Changes, dated September 5, 2012, (ii) the Change Order CO-0015 Static Mixer, Air Cooler Walkways, etc., dated November 8, 2012, (iii) the Change Order CO-0016 Delay in Full Placement of Insurance, dated October 29, 2012, (iv) the Change Order CO-0017 Condensate Header, dated December 3, 2012 and (v) the Change Order CO-0018 Increase in Power Requirements, dated January 17, 2013. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)
|
|
|
|
10.27*
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated December 20, 2012, by and between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to the SEC’s grant of a confidential treatment request.) (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 27, 2012)
|
|
|
|
10.29*
|
|
LNG Lease Agreement, dated June 24, 2008, between Cheniere Marketing, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.7 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 11, 2008)
|
|
|
|
10.30*
|
|
LNG Lease Agreement, dated September 30, 2011, by and between Cheniere Marketing, LLC and Cheniere Energy Investments, LLC. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy, Inc.'s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 7, 2011)
|
|
|
|
10.31*
|
|
Collateral Trust Agreement, dated November 9, 2006, by and among Sabine Pass LNG, L.P., The Bank of New York, as collateral trustee, Sabine Pass LNG-GP, Inc. and Sabine Pass LNG-LP, LLC. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
10.32*
|
|
Amended and Restated Parity Lien Security Agreement, dated November 9, 2006, by and between Sabine Pass LNG, L.P. and The Bank of New York, as collateral trustee. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
10.33*
|
|
Third Amended and Restated Multiple Indebtedness Mortgage, Assignment of Rents and Leases and Security Agreement, dated November 9, 2006, between the Sabine Pass LNG, L.P. and The Bank of New York, as collateral trustee. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
10.34*
|
|
Amended and Restated Parity Lien Pledge Agreement, dated November 9, 2006, by and among Sabine Pass LNG, L.P., Sabine Pass LNG-GP, Inc., Sabine Pass LNG-LP, LLC and The Bank of New York, as collateral trustee. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
10.35*
|
|
Security Deposit Agreement, dated November 9, 2006, by and among Sabine Pass LNG, L.P., The Bank of New York, as collateral trustee, and The Bank of New York, as depositary agent. (Incorporated by reference to Exhibit 10.5 to Cheniere Energy, Inc.'s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
|
|
|
10.36*
|
|
Amended and Restated Operation and Maintenance Agreement (Sabine Pass LNG Facilities), dated as of August 9, 2012, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Partners GP, LLC and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.37*
|
|
Amended and Restated Management Services Agreement, dated as of August 9, 2012, by and between Cheniere LNG Terminals, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.6 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.38*
|
|
Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated May 14, 2012, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Partners GP, LLC and Sabine Pass Liquefaction, LLC. (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.39*
|
|
Management Services Agreement, dated May 14, 2012, by and between Cheniere LNG Terminals, Inc. and Sabine Pass Liquefaction, LLC. (Incorporated by reference to Exhibit 10.6 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.40*
|
|
Amended and Restated Services and Secondment Agreement, dated as of August 9, 2012, between Cheniere LNG O&M Services, LLC and Cheniere Energy Partners GP, LLC. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.41*
|
|
Amended and Restated Management and Administrative Services Agreement, dated as of August 9, 2012, by and between Cheniere Energy Partners, L.P., Cheniere LNG Terminals, Inc. and Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.42*
|
|
Registration Rights Agreement, dated October 16, 2012, by and among Sabine Pass LNG, L.P. and Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (Incorporated by reference to Exhibit 10.1 to Sabine Pass LNG, L.P.’s Current Report on Form 8-K (SEC File No. 001-138916), filed on October 19, 2012)
|
|
|
|
10.43*
|
|
Registration Rights Agreement, dated February 1, 2013, between Sabine Pass Liquefaction, LLC and Morgan Stanley & Co. LLC. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on February 4, 2013)
|
|
|
|
10.44*
|
|
Unit Purchase Agreement, dated May 14, 2012, by and among Cheniere Energy Partners, L.P., Cheniere Energy, Inc. and Blackstone CQP Holdco LP. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.45*
|
|
Letter Agreement, dated as of August 9, 2012, among Cheniere Energy, Inc., Cheniere Energy Partners, L.P. and Blackstone CQP Holdco LP. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
|
|
|
10.46*
|
|
Class B Unit Purchase Agreement, dated as of May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, Inc. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.47*
|
|
First Amendment to Class B Unit Purchase Agreement, dated as of August 9, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere Class B Units Holdings, LLC. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
|
|
|
10.48*
|
|
Investors’ and Registration Rights Agreement, dated as of July 31, 2012, by and among Cheniere Energy, Inc., Cheniere Energy Partners, L.P., Cheniere Energy Partners GP, LLC, Cheniere Class B Units Holdings, LLC, Blackstone CQP Holdco LP and the other investors party thereto from time to time. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.’s Current Report on 8-K (SEC File No. 001-33366), filed on August 6, 2012)
|
|
|
|
10.49*
|
|
Amended and Restated Purchase and Sale Agreement, dated as of August 9, 2012, by and among Cheniere Energy Partners, L.P., Cheniere Pipeline Company, Grand Cheniere Pipeline, LLC and Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
|
|
|
10.50*
|
|
Subscription Agreement, dated May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, Inc. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
|
|
|
10.51*
|
|
Credit Agreement (Term Loan A), dated as of July 31, 2012, among Sabine Pass Liquefaction, LLC, Société Générale, as Term Loan A Administrative Agent and Common Security Trustee, and the lenders party thereto from time to time. (Incorporated by reference to Exhibit 10.4 to Cheniere Energy Partners, L.P.’s Current Report on 8-K (SEC File No. 001-33366), filed on August 6, 2012)
|
|
|
|
10.52*
|
|
Common Terms Agreement, dated as of July 31, 2012, among Sabine Pass Liquefaction, LLC, the Secured Debt Holder Group Representatives, the Secured Hedge Representatives, the Secured Gas Hedge Representatives, the Intercreditor Agent and Société Générale, as Common Security Trustee. (Incorporated by reference to Exhibit 10.5 to Cheniere Energy Partners, L.P.’s Current Report on 8-K (SEC File No. 001-33366), filed on August 6, 2012)
|
|
|
|
10.53*†
|
|
Cheniere Energy Partners, L.P. 2007 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.3 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 26, 2007)
|
|
|
|
10.54*†
|
|
Form of Restricted Units Agreement for employees, consultants and directors (three-year). (Incorporated by reference to Exhibit 10.39 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.55*†
|
|
Form of Restricted Units Agreement for employees, consultants and directors (four-year). (Incorporated by reference to Exhibit 10.40 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.56*†
|
|
Form of Director Units Option Agreement for employees and consultants (four-year). (Incorporated by reference to Exhibit 10.41 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.57*†
|
|
Form of Units Option Agreement for employees and consultants (three-year). (Incorporated by reference to Exhibit 10.42 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.58*†
|
|
Form of Units Option Agreement for employees and consultants (four-year). (Incorporated by reference to Exhibit 10.43 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.59*†
|
|
Form of Phantom Units Agreement for employees, consultants and directors (four-year). (Incorporated by reference to Exhibit 10.44 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.60*†
|
|
Form of Phantom Units Agreement for employees, consultants and directors (three-year). (Incorporated by reference to Exhibit 10.45 to Cheniere Energy Partners, L.P.'s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
|
|
|
10.61*†
|
|
Form of Phantom Units Agreement. (Incorporated by reference to Exhibit 10.2 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 4, 2007)
|
|
|
|
10.62*†
|
|
Form of Amendment to Phantom Units Agreement. (Incorporated by reference to Exhibit 10.7 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.63*†
|
|
Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.8 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.64*†
|
|
Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (2012 Reload Award). (Incorporated by reference to Exhibit 10.9 to Cheniere Energy Partners, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
|
|
|
10.65*†
|
|
Summary of Compensation for Independent Directors. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 4, 2007)
|
|
|
|
10.66*†
|
|
Form of Indemnification Agreement for officers and/or directors of Cheniere Energy Partners GP, LLC. (Incorporated by reference to Exhibit 10.1 to Cheniere Energy Partners, L.P.'s Current Report on Form 8-K (SEC File No. 001-33366), filed on April 6, 2009)
|
|
|
|
21.1
|
|
Subsidiaries of Cheniere Energy Partners, L.P.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS+
|
|
XBRL Instance Document
|
|
|
|
101.SCH+
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL+
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF+
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB+
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE+
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Incorporated by reference
|
|
|
†
|
Management contract or compensatory plan or arrangement
|
|
|
+
|
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
392,945
|
|
|
$
|
56,119
|
|
Advances to affiliate
|
|
—
|
|
|
136
|
|
||
Prepaid expenses and other
|
|
134
|
|
|
135
|
|
||
Total current assets
|
|
393,079
|
|
|
56,390
|
|
||
|
|
|
|
|
||||
Investment in affiliates
|
|
972,395
|
|
|
—
|
|
||
Non-current receivable—affiliates
|
|
940
|
|
|
47,238
|
|
||
Other
|
|
874
|
|
|
—
|
|
||
Total assets
|
|
$
|
1,367,288
|
|
|
$
|
103,628
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
||
Current liabilities
|
|
$
|
4,480
|
|
|
$
|
3,806
|
|
Equity in losses of affiliates
|
|
—
|
|
|
644,841
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders' equity (deficit)
|
|
1,362,808
|
|
|
(545,019
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
1,367,288
|
|
|
$
|
103,628
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating costs and expenses
|
|
18,262
|
|
|
13,104
|
|
|
14,723
|
|
|||
Loss from operations
|
|
(18,262
|
)
|
|
(13,104
|
)
|
|
(14,723
|
)
|
|||
Interest expense, net
|
|
12
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
|
235
|
|
|
38
|
|
|
51
|
|
|||
Equity income (loss) of affiliates
|
|
(132,121
|
)
|
|
(17,953
|
)
|
|
122,240
|
|
|||
Net income (loss)
|
|
$
|
(150,136
|
)
|
|
$
|
(31,019
|
)
|
|
$
|
107,568
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities
|
|
$
|
(17,508
|
)
|
|
$
|
(13,948
|
)
|
|
$
|
(10,193
|
)
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
|
(1,832,440
|
)
|
|
—
|
|
|
(20,918
|
)
|
|||
Other
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(1,832,437
|
)
|
|
—
|
|
|
(20,918
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from sale of Class B units
|
|
1,887,342
|
|
|
—
|
|
|
—
|
|
|||
Distributions received from affiliates, net
|
|
61,529
|
|
|
59,910
|
|
|
229,608
|
|
|||
Distributions to owners
|
|
(57,821
|
)
|
|
(48,149
|
)
|
|
(163,249
|
)
|
|||
Proceeds from sale of partnership units
|
|
250,021
|
|
|
70,157
|
|
|
—
|
|
|||
Affiliate receivable
|
|
46,574
|
|
|
(38,333
|
)
|
|
(8,896
|
)
|
|||
Deferred financing costs
|
|
(874
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
2,186,771
|
|
|
43,585
|
|
|
57,463
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
|
336,826
|
|
|
29,637
|
|
|
26,352
|
|
|||
Cash and cash equivalents—beginning of year
|
|
56,119
|
|
|
26,482
|
|
|
130
|
|
|||
Cash and cash equivalents—end of year
|
|
$
|
392,945
|
|
|
$
|
56,119
|
|
|
$
|
26,482
|
|
|
|
Year Ended December 31,
|
|||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
|
(in thousands)
|
|||||||||
Non-cash capital contributions (1)
|
|
$
|
(132,121
|
)
|
|
$
|
(17,953
|
)
|
|
122,240
|
|
|
(1)
|
Amounts represent equity gains (losses) of affiliates not funded by Cheniere Partners.
|
CHENIERE ENERGY PARTNERS, L.P.
|
||
By:
|
Cheniere Energy Partners GP, LLC,
its general partner
|
|
|
|
|
By:
|
/s/ CHARIF SOUKI
|
|
|
Charif Souki
|
|
|
Chief Executive Officer and
|
|
|
Chairman of the Board
|
|
|
|
|
Date:
|
February 22, 2013
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Charif Souki
|
Chief Executive Officer & Chairman of the Board
|
February 22, 2013
|
Charif Souki
|
(Principal Executive Officer)
|
|
|
|
|
/s/ R. Keith Teague
|
President and Chief Operating Officer,
|
February 22, 2013
|
R. Keith Teague
|
Director (Principal Operating Officer)
|
|
|
|
|
/s/ Meg A. Gentle
|
Senior Vice President & Chief Financial Officer,
|
February 22, 2013
|
Meg A. Gentle
|
Director (Principal Financial Officer)
|
|
|
|
|
/s/ Jerry D. Smith
|
Chief Accounting Officer
|
February 22, 2013
|
Jerry D. Smith
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ James R. Ball
|
Director
|
February 22, 2013
|
James R. Ball
|
|
|
|
|
|
/s/ David I. Foley
|
Director
|
February 22, 2013
|
David I. Foley
|
|
|
|
|
|
/s/ Sean T. Klimczak
|
Director
|
February 22, 2013
|
Sean T. Klimczak
|
|
|
|
|
|
/s/ Lon McCain
|
Director
|
February 22, 2013
|
Lon McCain
|
|
|
|
|
|
/s/ Vincent Pagano Jr.
|
Director
|
February 22, 2013
|
Vincent Pagano Jr.
|
|
|
|
|
|
/s/ Oliver G. Richard, III
|
Director
|
February 22, 2013
|
Oliver G. Richard, III
|
|
|
|
|
|
/s/ H. Davis Thames
|
Director
|
February 22, 2013
|
H. Davis Thames
|
|
|
(A)
|
Seller and Buyer are parties to that certain LNG Sale and Purchase Agreement dated as of December 11, 2011 (“
Agreement
”); and
|
(B)
|
Seller and Buyer desire to amend the Agreement to clarify the rights and obligations of the Parties under the Agreement regarding certain conditions precedent, start-up timing, and other terms, all as set forth herein.
|
1.
|
Definitions
|
Designated Train:
|
(i) the second (2
nd
) Train to be constructed at the Sabine Liquefaction Facility pursuant to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility dated December 20, 2012, between Seller and Bechtel Oil, Gas and Chemicals, Inc.; (ii) in the event that the agreement described in clause (i) were to be terminated and a replacement engineering, procurement and construction contract were to be entered into by Seller for the third (3
rd
) and fourth (4
th
) Trains to be constructed at
|
2.3.
|
Section 2.2.1(c) of the Agreement is amended by deleting the last “and” therein.
|
2.4.
|
Section 2.2.1(d) of the Agreement is deleted in its entirety, and the following Section 2.2.1(d) is inserted in lieu thereof:
|
(d)
|
the Approvals required for Seller to export LNG from the Designated Train are in full force and effect; and
|
2.5.
|
A new Section 2.2.1(e) is added to the Agreement as follows:
|
(e)
|
Seller has issued to the Person primarily responsible for construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement, an unconditional full notice to proceed with the construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement.
|
2.6.
|
Section 2.2.3 of the Agreement is amended by deleting the words “June 30
th
, 2013” and replacing them with the words “December 31
st
, 2013”.
|
2.7.
|
Section 4.2.1 of the Agreement is deleted in its entirety, and the following Section 4.2.1 is inserted in lieu thereof:
|
4.2.1
|
The period that begins on the first Day of the Month that follows the date that is fifty-seven (57) Months after the CP Fulfillment Date and ends one hundred eighty (180) Days later shall be the “
First Window Period
”.
|
2.8.
|
Section 4.5 of the Agreement is deleted in its entirety.
|
2.9.
|
All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
3.
|
Miscellaneous
|
3.1.
|
Dispute Resolution; Immunity
. The provisions of Section 21.1 (Dispute Resolution) and Section 21.4 (Immunity) of the Agreement shall apply in this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment.
|
3.2.
|
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
|
3.3.
|
Entire Agreement
. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
3.4.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by Seller and Buyer and expressed to be a supplement, amendment, modification or change to the Agreement. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party's failure to enforce such right or remedy.
|
3.5.
|
Counterparts
. This Amendment may be executed in two counterparts and each such counterpart shall be deemed an original Amendment for all purposes, provided that neither Party shall be bound to this Amendment unless and until both Parties have executed a counterpart.
|
SELLER:
|
|
BUYER:
|
SABINE PASS LIQUEFACTION, LLC
|
|
GAIL (INDIA) LIMITED
|
/s/ H. D. Thames
|
|
/s/ Rajesh Vedvyas
|
Name: H. Davis Thames
|
|
Name: Rajesh Vedvyas
|
Title: Executive Vice President
|
|
Title: Executive Director
|
(A)
|
Seller and Buyer are parties to that certain LNG Sale and Purchase Agreement dated as of January 30, 2012 (“
Agreement
”); and
|
(B)
|
Seller and Buyer desire to amend the Agreement to clarify the rights and obligations of the Parties under the Agreement regarding certain conditions precedent, start-up timing, and other terms, all as set forth herein.
|
1.
|
Definitions
|
2.
|
Amendments
|
2.1.
|
Section 1.1 of the Agreement is amended by deleting in its entirety the definition of “Designated Train”, and the following definition is inserted in lieu thereof:
|
Designated Train:
|
the first (1
st
) LNG production train to be constructed at the Sabine Liquefaction Facility pursuant to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility dated December 20, 2012, between Seller and Bechtel Oil, Gas and Chemicals, Inc., including those facilities included in the Sabine Pass Facility that are necessary to enable Seller to fulfill its obligations to Buyer from such LNG production train;
|
2.2.
|
Section 2.2.1(c) of the Agreement is amended by deleting the last “and” therein.
|
2.3.
|
Section 2.2.1(d) of the Agreement is deleted in its entirety, and the following Section 2.2.1(d) is inserted in lieu thereof:
|
(d)
|
the Approvals required for Seller to export LNG from the Designated Train are in full force and effect; and
|
2.4.
|
A new Section 2.2.1(e) is added to the Agreement as follows:
|
(e)
|
Seller has issued to the Person primarily responsible for construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement, an unconditional full notice to proceed with the construction of the Designated Train and any other facilities at the Sabine Pass Facility needed to enable Seller to fulfill its obligations under this Agreement.
|
2.5.
|
Section 2.2.3 of the Agreement is amended by deleting the words “June 30
th
, 2013” and replacing them with the words “December 31
st
, 2013”.
|
2.6.
|
Section 4.2 of the Agreement is amended by deleting the words “Subject to Section 4.3” in the first paragraph of Section 4.2 and replacing them with the words “Subject to Section 4.4”.
|
2.7.
|
Section 4.2.1 of the Agreement is amended by deleting the words “fifty-nine (59) Months” and replacing them with the words “forty-eight (48) Months”.
|
2.8.
|
Section 4.2.6 of the Agreement is amended by deleting the words “Subject to Section 4.3” and replacing them with the words “Subject to Section 4.4”.
|
2.9.
|
Section 4.3 of the Agreement is deleted in its entirety, and the words “Intentionally omitted.” are inserted in lieu thereof.
|
2.10.
|
All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
3.
|
Miscellaneous
|
3.1.
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Dispute Resolution; Immunity
. The provisions of Section 21.1 (Dispute Resolution) and Section 21.4 (Immunity) of the Agreement shall apply in this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment.
|
3.2.
|
Governing Law
. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (United States of America) without regard to principles of conflict of laws that would specify the use of other laws.
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3.3.
|
Entire Agreement
. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
|
3.4.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by Seller and Buyer and expressed to be a supplement, amendment, modification or change to the Agreement. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party's failure to enforce such right or remedy.
|
3.5.
|
Counterparts
. This Amendment may be executed in two counterparts and each such counterpart shall be deemed an original Amendment for all purposes, provided that neither Party shall be bound to this Amendment unless and until both Parties have executed a counterpart.
|
SELLER:
|
|
BUYER:
|
SABINE PASS LIQUEFACTION, LLC
|
|
KOREA GAS CORPORATION
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/s/ H. D. Thames
|
|
/s/ Kwon, Young Sik
|
Name: H. Davis Thames
|
|
Name: Kwon, Young Sik
|
Title: Executive Vice President
|
|
Title: EVP, Resources Business Division
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 11, 2011
|
CHANGE ORDER NUMBER:
CO-00014
DATE OF CHANGE ORDER:
September 5, 2012
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree to implement COP Technical Bulletin #4 which changes piping metallurgy from carbon steel to stainless steel in the refrigeration compressor suction piping and associated flanges. A copy of COP Bulletin #4 is attached as Exhibit A to this Change Order. This Change Order also includes the additional controls associated with COP Technical Bulletin #4 recommended by COP to Cheniere. The additional controls list is Exhibit B to this Change Order.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree to add the following additional DCS furniture for stacked space:
|
a.
|
Two (2) additional displays for HIS 0755
|
b.
|
Two (2) additional displays for HIS 0756
|
c.
|
Two (2) additional displays for HIS 0757
|
d.
|
Two (2) additional displays for HIS 0758
|
e.
|
Two (2) displays for Cheniere E-Mail, Logbook personal computer.
|
3.
|
Per Article 6.1.B of the Agreement, Parties agree that Bechtel will install tie-in valves for stage 2 flare system. Current refrigerant area and BOG system currently shares commonality between Stage 1 and Stage 2 with ties into Stage 1 flare system only. Installing the tie-in valves for stage 2 is necessary to avoid a complete shutdown of Train 1 and Train 2.
|
a.
|
P&ID's M6-0010-00107 and M6-1010-00107 associated with the stage 2 flare tie-ins are attached as Exhibit C to this Change Order.
|
4.
|
The Non-Redline Action Items described in Exhibit D of this Change Order are hereby added to the scope of work under the Agreement.
|
5.
|
This Contract Change Order will increase the Contract price by a fixed lump sum amount of $7,125,052. Accordingly, the Agreement is modified as follows:
|
a.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit E of this Change Order.
|
6.
|
The overall cost breakdown data for all changes is provided in Exhibit F of this Change Order.
|
7.
|
The cost breakdown data for COP Technical Bulletin #4 is provided in Exhibit G of this Change Order.
|
8.
|
The cost breakdown data for the additional DCS furniture is provided in Exhibit H of this Change Order.
|
9.
|
The cost breakdown data for installing the tie-in valves for the Stage 2 flare system is provided in Exhibit I of this Change Order.
|
10.
|
The cost breakdown data for the Non-Redline Action Items is provided in Exhibit J of this Change Order
|
/s/ Ed Lehotsky
|
|
/s/ J. Jackson
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
JT Jackson
|
Name
|
|
Name
|
VP LNG Project Management
|
|
Sr. Vice President
|
Title
|
|
Title
|
September 26, 2012
|
|
September 7, 2012
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 11, 2011
|
CHANGE ORDER NUMBER:
CO-00015
DATE OF CHANGE ORDER:
November 8, 2012,
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Bechtel will install two (2) static mixers, one on each pair of the LNG loading lines to the East and West Jetty locations in the Existing Facility. This work was previously within Sabine Pass Liquefaction, LLC's scope and therefore excluded from the LSTK proposal provided by Bechtel. There is no performance specification at the outlet of the static mixer governing the degree of mixing required. Computational Fluid Dynamic (CFD) simulations were based on a SPL, LLC. specified mixing efficiency of at least 95%. Each mixer will be fabricated in 2 sections which will be welded (no flanges) and contain 2 internal orifice plates which will be 70% open by diameter. The middle section will be 48” in diameter and the end connections will be 30”. The mixer will contain an analyzer probe port.
|
a.
|
Any modifications, including structural and piping supports to the Existing Facility identified by the revisions to G&HES transient analysis (25611-200-K0R-DK-00001-00B dated July 18, 2011) are excluded. The transient analysis is expected to be completed in 1Q 2013. Final assessment of the LNG static mixer design can be completed at that time.
|
b.
|
Any modifications to existing facilities or the new LNG in-tank Pumps identified by the revisions to the pump network study and the revised LNG in-tank Pump calculations are excluded. Final verification of the ship loading hydraulic study (25697-100-M0R-24-00001 dated May 30, 2012) and the in-tank pump calculation (25697-100-MPC-24-0P101) will be completed in 1Q 2013.
|
c.
|
Attachment X of the Agreement will be updated to include the addition of the two static mixers.
|
d.
|
The Previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was *** U.S. Dollars ($***) and *** hours for direct craft. This Change Order will amend the previous values respectively to *** U.S. Dollars ($***) and *** hours.
|
e.
|
The previous Aggregate Provisional Sum after the executed Change Order CO-00011, dated August 8, 2012 included Two Hundred Sixty Two Million, One Hundred Ninety Four Thousand, Four Hundred and Forty Four U.S. Dollars ($262,194,444). This Change Order will amend that value and the new value shall be Two Hundred Sixty Two Million, Five Hundred Forty Thousand, Seven Hundred and Fifty One U.S. Dollars ($262,540,751).
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree that Bechtel will add six (6) interconnected walkways per train between each alternative air cooler bay. Additionally, Bechtel will provide additional lighting to the extended access walkways. The basis of these additions is to provide secondary access for plant personnel.
|
3.
|
An adjustment for a miscalculation on the Early Works Credit Recap dated September 5, 2012 will be applied to this Change Order.
|
4.
|
Bechtel will credit SPL as a concession to the professional service costs in Change Order 00014.
|
5.
|
The Second Sentence to Attachment A, page A-1 is hereby amended by:
|
•
|
deleting the phrase “The priority of between these documents is set forth in Section 1.3 of Attachment A, Schedule A-1.”
|
•
|
replacing it with “The priority of between these documents is set forth in Section 1.4 of Attachment A, Schedule A-1.”
|
6.
|
This Contract Change Order will increase the Contract price by an amount of $2,551,141. The breakdown of this amount is $2,204,834 lump sum increase and $346,307 increase in aggregate provisional sum as noted in Section 1.e of this Change Order. Accordingly, the Agreement is modified as follows:
|
a.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit A of this Change Order.
|
7.
|
The overall cost breakdown data for all changes is provided in Exhibit B of this Change Order.
|
8.
|
The cost breakdown data for the addition of the 2 static mixers is provided in Exhibit C of this Change Order.
|
9.
|
The cost breakdown data for the additions of the walkways and lighting to the air cooler bays is provided in Exhibit D of this Change Order.
|
10.
|
The cost breakdown data for the miscalculation to the Early Works Credit Recap is provided in Exhibit E of this Change Order.
|
11.
|
The cost breakdown data for the concession to professional service costs in Change Order 00014 is provided in Exhibit F of this Change Order.
|
12.
|
The cost breakdown for the addition to the Existing Facility Labor Provisional Sum is provided in Exhibit G of this Change Order.
|
13.
|
The drawing depicting the locations of the Static Mixers is attached as Exhibit H of this Change Order.
|
14.
|
The drawing depicting the locations of the interconnected walkways is attached as Exhibit I of this Change Order.
|
/s/ Ed Lehotsky
|
|
/s/ Sergio Buoncristiano
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Segio Buoncristiano
|
Name
|
|
Name
|
VP LNG Project Management
|
|
Principal Vice President
|
Title
|
|
Title
|
November 20, 2012
|
|
November 9, 2012
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT:
November 11, 2011
|
CHANGE ORDER NUMBER:
CO
-
0016
DATE OF CHANGE ORDER:
October 29, 2012
|
1.
|
Sections 1.A9(e) of Attachment O is hereby amended and restated as follows:
|
(e)
|
Sum Insured
: The insurance policy shall (i) be on a completed value form, with no periodic reporting requirements, (ii) insure not less than $1,000,000,000 commencing at LNTP and insure one hundred percent (100%) of the Facility's insurable values commencing no later March 31, 2013, (iii) value losses at replacement cost, without deduction for physical depreciation or obsolesce including custom duties, Taxes and fees and (iv) insure loss or damage from earth movement without a sub-limit, (v) insure property loss or damage from flood and named windstorm with a sub-limit not less than $150,000,000 commencing at LNTP, provided that such sub-limit shall increase to an amount that is not less than $500,000,000 no later than fifty-six (56) Days after NTP, and such sub-limit in the event of a named windstorm shall apply to the combined loss covered under Section 1.A.9 Builder's Risk and Section 1.A.10 Builder's Risk Delayed Startup, and (vi) insure loss or damage from strikes, riots and civil commotion with a sub-limit not less than $100,000,000.
|
2.
|
Section 1.3 of Attachment EE is hereby amended as follows:
|
/s/ Ed Lehotsky
|
|
/s/ J. Jackson
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
JT Jackson
|
Name
|
|
Name
|
VP LNG Project Management
|
|
Sr. Vice President
|
Title
|
|
Title
|
November 7, 2012
|
|
October 29, 2012
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 11, 2011
|
CHANGE ORDER NUMBER:
CO-00017
DATE OF CHANGE ORDER:
December 3, 2012
|
1.
|
Per Article 6.1.B of the Agreement, Parties agree Bechtel will add a condensate header originating at the battery limits of ISBL Trains 1 and 2 and terminating at a point southeast of LNG Tank S-104. The scope of work includes:
|
a.
|
Design and installation of a condensate header originating at the battery limits of Trains 1 and 2 and terminating at a pipe rack location southeast of LNG Tank S-101. Refer to Exhibit D of this Change Order for the overall pipe routing of the new condensate header.
|
b.
|
The condensate delivery pressure will be 10 psig at the location and mid-level pipe rack elevation of 145'-6” as shown in Exhibit B of this Change Order.
|
c.
|
Hydraulic calculation to confirm the line sizes and delivery pressure shown in Exhibits A, B, and C of this Change Order. The line sizes shown in Exhibits A and C are based on a normal condensate flow of 24 gallons per minute (gpm) per train and a total normal output of 96 gpm for four (4) trains.
|
d.
|
6 inch double block and bleed tie-in valves will be provided in Stage 1 for the future Stage 2 condensate header from Trains 3 and 4 as shown in Exhibits A and C of this Change Order.
|
e.
|
Exhibit C of this Change Order shows the applicable P&ID markups for this work.
|
f.
|
Exhibit D of this Change Order shows the Greenfield and Brownfield scope of work delineation.
|
g.
|
Attachment X of the Agreement will be updated to include the addition of the condensate header.
|
h.
|
The previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was ***#U.S. Dollars ($***) and *** hours. This Change Order will amend the previous values respectively to *** U.S. Dollars ($***) and *** hours.
|
i.
|
The previous Aggregate Provisional Sum after Change Order CO-0015, dated November 8, 2012, was Two Hundred Sixty Two Million, Five Hundred Forty Thousand, Seven Hundred and Fifty One U.S. Dollars ($262,540,751). This Change Order will amend that value and the new value shall be Two Hundred Sixty Three Million, Five Hundred Eighty Four Thousand, Three Hundred Seventy Seven U.S. Dollars ($263,584,377).
|
2.
|
The following are clarifications and exclusions related to this work:
|
a.
|
No pre-investment piping for Stage 2 to be provided, only double block and bleed tie-in valves are to be provided near the southwest corner of Train 1.
|
b.
|
No off-specification condensate handling system will be provided. Handling of off-specification
|
c.
|
No isolation valves to be provided at the Sabine Pass Liquefaction, LLC. / Bechtel interface location. Isolation valves are already provided at the battery limit of each LNG train.
|
d.
|
Sabine Pass Liquefaction, LLC. / Bechtel tie-in interface will be located at the mid-level pipe rack, elevation 145'-6”, rather than the lower level originally requested by Sabine Pass Liquefaction, LLC due to lack of space at the lower level.
|
e.
|
The safety review of Unit 23 and closure of Action items 363 and 364 from the Unit 18 HAZOP will be Sabine Pass Liquefaction, LLC's responsibility and is excluded from this Change Order. See Attachment E of this Change Order.
|
f.
|
Any modifications to systems upstream of Sabine Pass Liquefaction, LLC's scope of work, as a result of the subsequent Unit 23 safety review are excluded from the scope of this Change Order.
|
3.
|
This Contract Change Order will increase the Contract price by a fixed lump sum amount of $2,534,523. The breakdown of this amount is a $1,490,897 lump sum increase and a $1,043,626 increase in aggregate provisional sum as noted in Section 1.i of this Change Order. Accordingly, the Agreement is modified as follows:
|
a.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit F of this Change Order.
|
4.
|
The overall cost breakdown data for all changes is provided in Exhibit G of this Change Order.
|
5.
|
The cost breakdown data for the addition to the Existing Facility Labor Provisional Sum is provided in Exhibit H of this Change Order.
|
/s/ Ed Lehotsky
|
|
/s/ J. Jackson
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
JT Jackson
|
Name
|
|
Name
|
VP LNG Project Management
|
|
Sr. Vice President
|
Title
|
|
Title
|
December 21, 2012
|
|
December 12, 2012
|
Date of Signing
|
|
Date of Signing
|
PROJECT NAME:
Sabine Pass LNG Liquefaction Facility
OWNER:
Sabine Pass Liquefaction, LLC
CONTRACTOR:
Bechtel Oil, Gas and Chemicals, Inc.
DATE OF AGREEMENT: November 11, 2011
|
CHANGE ORDER NUMBER:
CO-00018
DATE OF CHANGE ORDER:
January 17, 2013
|
a.
|
Changing normal power feeder cable to the new O&M building electrical room to 600A/480V with the trip set at 490A.
|
b.
|
Adding standby 1OOA/480V feeder to electrical room of new O&M building.
|
2.
|
Per Article 6.1.B of the Agreement, Parties agree Bechtel will provide additional electrical equipment needed for the design change to support spare power requirements. The scope of work includes:
|
a.
|
Adding four (4) new 13.8 13.8kV sections including all instrumentation and relaying, with the exception of circuit breakers.
|
b.
|
Converting spare breakers included in the new Synch bus into a spare feeder.
|
c.
|
Converting equipped space included in the new Synch bus into a spare feeder.
|
e.
|
Exhibit A of this Change Order shows the proposed modifications referenced above.
|
a.
|
Schedule C-1 (Milestone Payment Schedule) of Attachment C of the Agreement will be amended by including the Milestone(s) listed in Exhibit B of this Change Order.
|
4.
|
The previous Existing Facility Labor Provisional Sum in Article 2.2 of Attachment EE of the Agreement was to U.S. Dollars ($***) and *** hours. This Change Order will amend the previous values respectively to U.S. Dollars ($***) and
|
/s/ Ed Lehotsky
|
|
/s/ Sergio Buoncristiano
|
Owner
|
|
Contractor
|
Ed Lehotsky
|
|
Segio Buoncristiano
|
Name
|
|
Name
|
VP LNG Project Management
|
|
Principal Vice President
|
Title
|
|
Title
|
February 4, 2013
|
|
January 18, 2013
|
Date of Signing
|
|
Date of Signing
|
/s/ ERNST & YOUNG LLP
|
Ernst & Young LLP
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cheniere Energy Partners, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ CHARIF SOUKI
|
Charif Souki
|
Chief Executive Officer of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cheniere Energy Partners, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ MEG A. GENTLE
|
Meg A. Gentle
|
Chief Financial Officer of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
|
|
/s/ CHARIF SOUKI
|
Charif Souki
|
Chief Executive Officer of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.
|
|
/s/ MEG A. GENTLE
|
Meg A. Gentle
|
Chief Financial Officer of Cheniere Energy Partners GP, LLC, the general partner of Cheniere Energy Partners, L.P.
|