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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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001-33366
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20-5913059
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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700 Milam Street, Suite 1900
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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Large accelerated filer
x
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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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Bcf/d
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billion cubic feet per day
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Bcf/yr
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billion cubic feet per year
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Bcfe
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billion cubic feet equivalent
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DOE
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U.S. Department of Energy
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EPC
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engineering, procurement and construction
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FERC
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Federal Energy Regulatory Commission
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FTA countries
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countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
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GAAP
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generally accepted accounting principles in the United States
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Henry Hub
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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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LIBOR
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London Interbank Offered Rate
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LNG
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liquefied natural gas, a product of natural gas consisting primarily of methane (CH4) that is in liquid form at near atmospheric pressure
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MMBtu
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million British thermal units, an energy unit
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mtpa
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million tonnes per annum
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non-FTA countries
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countries without a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
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SEC
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Securities and Exchange Commission
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SPA
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LNG sale and purchase agreement
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Train
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a refrigerant compressor train used in the industrial process to convert natural gas into LNG
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TUA
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terminal use agreement
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September 30,
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December 31,
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||||
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2015
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2014
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||||
ASSETS
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(unaudited)
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||||
Current assets
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Cash and cash equivalents
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$
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170,433
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$
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248,830
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Restricted cash
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391,495
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195,702
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Accounts and interest receivable
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95
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333
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Accounts receivable—affiliate
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2,566
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3,651
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Advances to affiliate
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54,995
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27,323
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LNG inventory
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7,145
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4,293
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Other current assets
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16,055
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6,388
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Total current assets
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642,784
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486,520
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Non-current restricted cash
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76,107
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544,465
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Property, plant and equipment, net
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11,299,725
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8,978,356
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Debt issuance costs, net
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307,099
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241,909
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Non-current derivative assets
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30,657
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11,744
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Other non-current assets
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190,960
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124,521
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Total assets
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$
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12,547,332
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$
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10,387,515
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LIABILITIES AND PARTNERS’ EQUITY
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Current liabilities
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Accounts payable
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$
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7,096
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$
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8,598
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Accrued liabilities
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352,457
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136,578
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Due to affiliates
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32,851
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18,952
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Deferred revenue
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26,653
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26,655
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Deferred revenue—affiliate
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|
708
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708
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Derivative liabilities
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7,388
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23,247
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Other current liabilities
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267
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18
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Total current liabilities
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427,420
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214,756
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Long-term debt, net
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11,244,002
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8,991,333
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Non-current deferred revenue
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10,500
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13,500
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Non-current derivative liabilities
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8,832
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267
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|
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Other non-current liabilities
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1,177
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2,185
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Other non-current liabilities—affiliate
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61,691
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34,745
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Partners’ equity
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Common unitholders’ interest (57.1 million units issued and outstanding at September 30, 2015 and December 31, 2014)
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346,443
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495,597
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Class B unitholders’ interest (145.3 million units issued and outstanding at September 30, 2015 and December 31, 2014)
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(37,981
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)
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(38,216
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)
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Subordinated unitholders’ interest (135.4 million units issued and outstanding at September 30, 2015 and December 31, 2014)
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467,054
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648,414
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General partner’s interest (2% interest with 6.9 million units issued and outstanding at September 30, 2015 and December 31, 2014)
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18,194
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24,934
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Total partners’ equity
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793,710
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1,130,729
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Total liabilities and partners’ equity
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$
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12,547,332
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$
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10,387,515
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Revenues
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Revenues
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$
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66,596
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$
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66,890
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$
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199,804
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$
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199,933
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Revenues—affiliate
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941
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700
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2,952
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2,206
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Total revenues
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67,537
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67,590
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202,756
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202,139
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Operating costs and expenses
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Operating and maintenance expense (income)
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(22,782
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)
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21,041
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17,840
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54,750
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|
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Operating and maintenance expense—affiliate
|
8,081
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5,016
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20,355
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14,307
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|
||||
Depreciation expense
|
16,687
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14,781
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47,557
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|
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43,821
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|
||||
Development expense
|
113
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1,383
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|
2,631
|
|
|
8,671
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|
||||
Development expense—affiliate
|
152
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|
|
329
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|
|
562
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|
|
723
|
|
||||
General and administrative expense
|
3,673
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|
2,448
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11,269
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|
|
10,048
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|
||||
General and administrative expense—affiliate
|
25,692
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24,454
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80,761
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74,579
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|
||||
Total operating costs and expenses
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31,616
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69,452
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180,975
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206,899
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||||
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|
||||||||
Income (loss) from operations
|
35,921
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|
(1,862
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)
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21,781
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(4,760
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)
|
||||
|
|
|
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|
||||||||
Other income (expense)
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|
|||||||
Interest expense, net of amounts capitalized
|
(49,360
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)
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|
(46,884
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)
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(142,353
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)
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(130,943
|
)
|
||||
Loss on early extinguishment of debt
|
—
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|
|
—
|
|
|
(96,273
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)
|
|
(114,335
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)
|
||||
Derivative gain (loss), net
|
(10,872
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)
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|
5,379
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|
|
(46,541
|
)
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(89,222
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)
|
||||
Other income
|
179
|
|
|
127
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|
535
|
|
|
63
|
|
||||
Total other expense
|
(60,053
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)
|
|
(41,378
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)
|
|
(284,632
|
)
|
|
(334,437
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(24,132
|
)
|
|
$
|
(43,240
|
)
|
|
$
|
(262,851
|
)
|
|
$
|
(339,197
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income (loss) per common unit
|
$
|
0.18
|
|
|
$
|
0.08
|
|
|
$
|
(0.44
|
)
|
|
$
|
(0.83
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units outstanding used for basic and diluted net income (loss) per common unit calculation
|
57,081
|
|
|
57,079
|
|
|
57,081
|
|
|
57,079
|
|
|
Common Unitholders’ Interest
|
|
Class B Unitholders’ Interest
|
|
Subordinated Unitholder’s Interest
|
|
General Partner’s Interest
|
|
Total Partners’ Equity
|
||||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||
Balance at December 31, 2014
|
57,080
|
|
|
$
|
495,597
|
|
|
145,333
|
|
|
$
|
(38,216
|
)
|
|
135,384
|
|
|
$
|
648,414
|
|
|
6,894
|
|
|
$
|
24,934
|
|
|
$
|
1,130,729
|
|
Net loss
|
—
|
|
|
(76,399
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181,195
|
)
|
|
—
|
|
|
(5,257
|
)
|
|
(262,851
|
)
|
|||||
Distributions
|
—
|
|
|
(72,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,485
|
)
|
|
(74,261
|
)
|
|||||
Issuance of common units as compensation to non-management directors
|
3
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
93
|
|
|||||
Amortization of beneficial conversion feature of Class B units
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
235
|
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at September 30, 2015
|
57,083
|
|
|
$
|
346,443
|
|
|
145,333
|
|
|
$
|
(37,981
|
)
|
|
135,384
|
|
|
$
|
467,054
|
|
|
6,894
|
|
|
$
|
18,194
|
|
|
$
|
793,710
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(262,851
|
)
|
|
$
|
(339,197
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Non-cash LNG inventory write-downs
|
17,826
|
|
|
23,505
|
|
||
Depreciation expense
|
47,557
|
|
|
43,821
|
|
||
Amortization of debt issuance costs and discount (premium)
|
9,282
|
|
|
10,971
|
|
||
Loss on early extinguishment of debt
|
96,273
|
|
|
114,335
|
|
||
Total losses on derivatives, net
|
13,040
|
|
|
89,286
|
|
||
Net cash used for settlement of derivative instruments
|
(40,796
|
)
|
|
(19,834
|
)
|
||
Other
|
92
|
|
|
(6
|
)
|
||
Changes in restricted cash for certain operating activities
|
167,083
|
|
|
59,942
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and interest receivable
|
238
|
|
|
(19,653
|
)
|
||
Accounts receivable—affiliate
|
(48
|
)
|
|
810
|
|
||
Advances to affiliate
|
(27,672
|
)
|
|
656
|
|
||
LNG inventory
|
(20,678
|
)
|
|
(26,315
|
)
|
||
Accounts payable and accrued liabilities
|
(1,178
|
)
|
|
46,693
|
|
||
Due to affiliates
|
(8,154
|
)
|
|
(813
|
)
|
||
Deferred revenue
|
(3,003
|
)
|
|
(2,955
|
)
|
||
Other, net
|
(10,156
|
)
|
|
(3,721
|
)
|
||
Other, net—affiliate
|
22,198
|
|
|
(147
|
)
|
||
Net cash used in operating activities
|
(947
|
)
|
|
(22,622
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Property, plant and equipment, net
|
(2,130,959
|
)
|
|
(1,968,249
|
)
|
||
Use of restricted cash for the acquisition of property, plant and equipment
|
2,178,481
|
|
|
1,978,891
|
|
||
Other
|
(50,711
|
)
|
|
(12,188
|
)
|
||
Net cash used in investing activities
|
(3,189
|
)
|
|
(1,546
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from issuances of long-term debt
|
2,250,000
|
|
|
2,584,500
|
|
||
Repayments of long-term debt
|
—
|
|
|
(177,000
|
)
|
||
Debt issuance and deferred financing costs
|
(177,001
|
)
|
|
(94,270
|
)
|
||
Investment in restricted cash
|
(2,072,999
|
)
|
|
(2,312,160
|
)
|
||
Distributions to owners
|
(74,261
|
)
|
|
(74,236
|
)
|
||
Other
|
—
|
|
|
(1,050
|
)
|
||
Net cash used in financing activities
|
(74,261
|
)
|
|
(74,216
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(78,397
|
)
|
|
(98,384
|
)
|
||
Cash and cash equivalents—beginning of period
|
248,830
|
|
|
351,032
|
|
||
Cash and cash equivalents—end of period
|
$
|
170,433
|
|
|
$
|
252,648
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
2,446,927
|
|
|
$
|
2,240,233
|
|
LNG terminal construction-in-process
|
|
9,240,976
|
|
|
7,082,732
|
|
||
LNG site and related costs, net
|
|
136
|
|
|
141
|
|
||
Accumulated depreciation
|
|
(395,426
|
)
|
|
(348,907
|
)
|
||
Total LNG terminal costs, net
|
|
11,292,613
|
|
|
8,974,199
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
1,126
|
|
|
1,105
|
|
||
Furniture and fixtures
|
|
1,375
|
|
|
1,375
|
|
||
Vehicles
|
|
2,033
|
|
|
1,507
|
|
||
Machinery and equipment
|
|
2,014
|
|
|
1,508
|
|
||
Other
|
|
5,592
|
|
|
2,505
|
|
||
Accumulated depreciation
|
|
(5,028
|
)
|
|
(3,843
|
)
|
||
Total fixed assets, net
|
|
7,112
|
|
|
4,157
|
|
||
Property, plant and equipment, net
|
|
$
|
11,299,725
|
|
|
$
|
8,978,356
|
|
•
|
commodity derivatives to hedge the exposure to price risk attributable to future: (1) sales of our LNG inventory and (2) purchases of natural gas to operate the Sabine Pass LNG terminal
(“Natural Gas Derivatives”)
;
|
•
|
commodity derivatives consisting of natural gas purchase agreements and associated economic hedges to secure natural gas feedstock for the
Liquefaction Project
(“Liquefaction Supply Derivatives”)
; and
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the
2015 SPL Credit Facilities
(and previously the
2013 SPL Credit Facilities
)
(“Interest Rate Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
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
|
||||||||||||||||
Natural Gas Derivatives asset
|
$
|
—
|
|
|
$
|
470
|
|
|
$
|
—
|
|
|
$
|
470
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
Liquefaction Supply Derivatives asset
|
—
|
|
|
—
|
|
|
32,546
|
|
|
32,546
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
342
|
|
||||||||
Interest Rate Derivatives liability
|
—
|
|
|
(15,738
|
)
|
|
—
|
|
|
(15,738
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
|
Net Fair Value Asset (in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Liquefaction Supply Derivatives
|
|
$32,546
|
|
Income Approach
|
|
Basis Spread
|
|
$ (0.350) - $0.050
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
Total
|
|
Natural Gas Derivatives (1)
|
|
Liquefaction Supply Derivatives
|
|
Total
|
||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
470
|
|
|
$
|
2,371
|
|
|
$
|
2,841
|
|
|
$
|
1,216
|
|
|
$
|
76
|
|
|
$
|
1,292
|
|
Non-current derivative assets
|
|
—
|
|
|
30,657
|
|
|
30,657
|
|
|
—
|
|
|
586
|
|
|
586
|
|
||||||
Total derivative assets
|
|
470
|
|
|
33,028
|
|
|
33,498
|
|
|
1,216
|
|
|
662
|
|
|
1,878
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
—
|
|
|
(349
|
)
|
|
(349
|
)
|
|
—
|
|
|
(53
|
)
|
|
(53
|
)
|
||||||
Non-current derivative liabilities
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
||||||
Total derivative liabilities
|
|
—
|
|
|
(482
|
)
|
|
(482
|
)
|
|
—
|
|
|
(320
|
)
|
|
(320
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset, net
|
|
$
|
470
|
|
|
$
|
32,546
|
|
|
$
|
33,016
|
|
|
$
|
1,216
|
|
|
$
|
342
|
|
|
$
|
1,558
|
|
|
(1)
|
Does not include collateral
calls
of
$0.3 million
and
$1.1 million
for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
September 30, 2015
and
December 31, 2014
, respectively.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
Statement of Operations Location
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Natural Gas Derivatives loss
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
Natural Gas Derivatives gain (loss)
|
Operating and maintenance expense (income)
|
|
857
|
|
|
194
|
|
|
1,317
|
|
|
(64
|
)
|
||||
Liquefaction Supply Derivatives gain (1)
|
Operating and maintenance expense (income)
|
|
32,103
|
|
|
—
|
|
|
32,184
|
|
|
—
|
|
|
|
|
|
|
(1)
|
There were
no
physical settlements during the reporting period.
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
Interest Rate Derivatives
|
|
$20.0 million
|
|
$628.8 million
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
|
Balance Sheet Location
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Interest Rate Derivatives
|
|
Derivative liabilities
|
|
$
|
(7,039
|
)
|
|
$
|
(23,194
|
)
|
Interest Rate Derivatives
|
|
Non-current derivative assets (Non-current derivative liabilities)
|
|
(8,699
|
)
|
|
11,158
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest Rate Derivatives gain (loss)
|
|
$
|
(10,872
|
)
|
|
$
|
5,379
|
|
|
$
|
(46,541
|
)
|
|
$
|
(89,222
|
)
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts Presented in the Consolidated Balance Sheets
|
||||||
Offsetting Derivative Assets (Liabilities)
|
|
|
|
|||||||||
As of September 30, 2015
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
$
|
513
|
|
|
$
|
(43
|
)
|
|
$
|
470
|
|
Liquefaction Supply Derivatives
|
|
33,028
|
|
|
—
|
|
|
33,028
|
|
|||
Liquefaction Supply Derivatives
|
|
(482
|
)
|
|
—
|
|
|
(482
|
)
|
|||
Interest Rate Derivatives
|
|
(15,738
|
)
|
|
—
|
|
|
(15,738
|
)
|
|||
As of December 31, 2014
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
1,226
|
|
|
(10
|
)
|
|
1,216
|
|
|||
Liquefaction Supply Derivatives
|
|
662
|
|
|
—
|
|
|
662
|
|
|||
Liquefaction Supply Derivatives
|
|
(320
|
)
|
|
—
|
|
|
(320
|
)
|
|||
Interest Rate Derivatives
|
|
11,158
|
|
|
—
|
|
|
11,158
|
|
|||
Interest Rate Derivatives
|
|
(23,194
|
)
|
|
—
|
|
|
(23,194
|
)
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
Interest expense and related debt fees
|
|
$
|
166,317
|
|
|
$
|
112,858
|
|
Liquefaction Project costs
|
|
177,516
|
|
|
22,014
|
|
||
LNG terminal costs
|
|
5,987
|
|
|
1,077
|
|
||
Other accrued liabilities
|
|
2,637
|
|
|
629
|
|
||
Total accrued liabilities
|
|
$
|
352,457
|
|
|
$
|
136,578
|
|
|
|
Interest
|
|
September 30,
|
|
December 31,
|
||||
|
|
Rate
|
|
2015
|
|
2014
|
||||
Long-term debt
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
7.500%
|
|
$
|
1,665,500
|
|
|
$
|
1,665,500
|
|
2020 SPLNG Senior Notes
|
|
6.500%
|
|
420,000
|
|
|
420,000
|
|
||
2021 SPL Senior Notes
|
|
5.625%
|
|
2,000,000
|
|
|
2,000,000
|
|
||
2022 SPL Senior Notes
|
|
6.250%
|
|
1,000,000
|
|
|
1,000,000
|
|
||
2023 SPL Senior Notes
|
|
5.625%
|
|
1,500,000
|
|
|
1,500,000
|
|
||
2024 SPL Senior Notes
|
|
5.750%
|
|
2,000,000
|
|
|
2,000,000
|
|
||
2025 SPL Senior Notes
|
|
5.625%
|
|
2,000,000
|
|
|
—
|
|
||
2015 SPL Credit Facilities (1)
|
|
(2)
|
|
250,000
|
|
|
—
|
|
||
CTPL Term Loan (3)
|
|
(4)
|
|
400,000
|
|
|
400,000
|
|
||
SPL Working Capital Facility (5)
|
|
(6)
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
11,235,500
|
|
|
8,985,500
|
|
||
Long-term debt premium (discount)
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
|
|
(5,477
|
)
|
|
(8,998
|
)
|
||
2021 SPL Senior Notes
|
|
|
|
9,090
|
|
|
10,177
|
|
||
2023 SPL Senior Notes
|
|
|
|
6,570
|
|
|
7,089
|
|
||
CTPL Term Loan
|
|
|
|
(1,681
|
)
|
|
(2,435
|
)
|
||
Total long-term debt, net
|
|
|
|
$
|
11,244,002
|
|
|
$
|
8,991,333
|
|
|
(1)
|
Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the
Liquefaction Project
.
|
(2)
|
Variable interest rate, at SPL’s election, is
LIBOR
or the base rate plus the applicable margin. The applicable margins for
LIBOR
loans range from
1.30%
to
1.75%
, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is
1.75%
. Interest on
LIBOR
loans is due and payable at the end of each
LIBOR
period, and interest on base rate loans is due and payable at the end of each quarter.
|
(3)
|
Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid.
|
(4)
|
Variable interest rate, at CTPL’s election, is
LIBOR
or the base rate plus the applicable margin. CTPL has historically elected
LIBOR
loans, for which the applicable margin is
3.25%
and is due and payable at the end of each LIBOR period.
|
(5)
|
Matures on December 31, 2020, with various terms for underlying loans, as further described below under
SPL Working Capital Facility
. As of
September 30, 2015
and
December 31, 2014
, no loans were outstanding under the
SPL Working Capital Facility
or the
SPL LC Agreement
it replaced.
|
(6)
|
Variable interest rates, based on LIBOR or the base rate, as further described below under
SPL Working Capital Facility
.
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2016 SPLNG Senior Notes, net of discount (1)
|
|
$
|
1,660,023
|
|
|
$
|
1,684,923
|
|
|
$
|
1,656,502
|
|
|
$
|
1,718,621
|
|
2020 SPLNG Senior Notes (1)
|
|
420,000
|
|
|
410,550
|
|
|
420,000
|
|
|
428,400
|
|
||||
2021 SPL Senior Notes, net of premium (1)
|
|
2,009,090
|
|
|
1,853,386
|
|
|
2,010,177
|
|
|
1,985,050
|
|
||||
2022 SPL Senior Notes (1)
|
|
1,000,000
|
|
|
930,000
|
|
|
1,000,000
|
|
|
1,020,000
|
|
||||
2023 SPL Senior Notes, net of premium (1)
|
|
1,506,570
|
|
|
1,344,614
|
|
|
1,507,089
|
|
|
1,476,947
|
|
||||
2024 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,765,000
|
|
|
2,000,000
|
|
|
1,970,000
|
|
||||
2025 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,755,000
|
|
|
—
|
|
|
—
|
|
||||
2015 SPL Credit Facilities (2)
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
||||
CTPL Term Loan, net of discount (2)
|
|
398,319
|
|
|
400,000
|
|
|
397,565
|
|
|
400,000
|
|
||||
SPL Working Capital Facility (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
September 30, 2015
and
December 31, 2014
, as applicable.
|
(2)
|
The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty.
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|||
2015
|
(232
|
)
|
|
781
|
|
|
(549
|
)
|
2016
|
(29,565
|
)
|
|
99,685
|
|
|
(70,120
|
)
|
2017
|
(594,420
|
)
|
|
2,004,209
|
|
|
(1,409,788
|
)
|
|
|
|
|
Limited Partner Units
|
|
|
||||||||||||||
|
|
Total
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner
|
||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(24,132
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
24,755
|
|
|
24,260
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(48,887
|
)
|
|
(14,209
|
)
|
|
—
|
|
|
(33,700
|
)
|
|
(978
|
)
|
||||
Assumed allocation of net income (loss)
|
|
|
|
$
|
10,051
|
|
|
$
|
—
|
|
|
$
|
(33,700
|
)
|
|
$
|
(483
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57,081
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|||||||
Net income (loss) per unit
|
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
(0.25
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(43,240
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
24,754
|
|
|
24,259
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(67,994
|
)
|
|
(19,762
|
)
|
|
—
|
|
|
(46,872
|
)
|
|
(1,360
|
)
|
||||
Assumed allocation of net income (loss)
|
|
|
|
$
|
4,497
|
|
|
$
|
—
|
|
|
$
|
(46,872
|
)
|
|
$
|
(865
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57,079
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|||||||
Net income (loss) per unit
|
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(262,851
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
74,266
|
|
|
72,781
|
|
|
—
|
|
|
—
|
|
|
1,485
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(337,117
|
)
|
|
(97,984
|
)
|
|
—
|
|
|
(232,389
|
)
|
|
(6,744
|
)
|
||||
Assumed allocation of net loss
|
|
|
|
$
|
(25,203
|
)
|
|
$
|
—
|
|
|
$
|
(232,389
|
)
|
|
$
|
(5,259
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57,081
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|||||||
Net loss per unit
|
|
|
|
$
|
(0.44
|
)
|
|
$
|
—
|
|
|
$
|
(1.72
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(339,197
|
)
|
|
|
|
|
|
|
|
|
||||||||
Declared distributions
|
|
74,261
|
|
|
72,776
|
|
|
—
|
|
|
—
|
|
|
1,485
|
|
|||||
Assumed allocation of undistributed net loss
|
|
$
|
(413,458
|
)
|
|
(120,168
|
)
|
|
—
|
|
|
(285,021
|
)
|
|
(8,269
|
)
|
||||
Assumed allocation of net loss
|
|
|
|
$
|
(47,392
|
)
|
|
$
|
—
|
|
|
$
|
(285,021
|
)
|
|
$
|
(6,784
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average units outstanding
|
|
|
|
57,079
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|||||||
Net loss per unit
|
|
|
|
$
|
(0.83
|
)
|
|
$
|
—
|
|
|
$
|
(2.11
|
)
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash paid during the year for interest, net of amounts capitalized and deferred
|
$
|
80,150
|
|
|
$
|
47,152
|
|
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate)
|
362,435
|
|
|
280,290
|
|
||
Non-cash conveyance of assets
|
13,169
|
|
|
—
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
statements regarding our ability to pay distributions to our unitholders;
|
•
|
statements regarding our expected receipt of cash distributions from SPLNG, SPL or CTPL;
|
•
|
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or other projects, or any expansions thereof, by certain dates, or at all;
|
•
|
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
statements relating to the construction of our Trains, including statements concerning the engagement of any
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;
|
•
|
statements regarding any
SPA
or other 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;
|
•
|
statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
|
•
|
statements regarding our planned development and construction of additional Trains, including the financing of such Trains;
|
•
|
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
|
•
|
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;
|
•
|
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and
|
•
|
any other statements that relate to non-historica
l or future information.
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
SPL issued an aggregate principal amount of $2.0 billion of 5.625% Senior Secured Notes due 2025
(the “2025 SPL Senior Notes”)
. Net proceeds from the offering will be used to pay a portion of the capital costs associated with the construction of the first four Trains of the
Liquefaction Project
.
|
•
|
We received authorization from the
FERC
to site, construct and operate Trains 5 and 6 of the
Liquefaction Project
.
|
•
|
SPL received authorization from the
DOE
to export up to a combined total of the equivalent of 503.3
Bcf/yr
of domestically produced LNG by vessel from Trains 5 and 6 of the
Liquefaction Project
to
non-FTA countries
for a 20-year term.
|
•
|
SPL entered into a lump sum turnkey contract for the engineering, procurement and construction of Train 5 of the
Liquefaction Project
(the “EPC Contract (Train 5)”)
.
|
•
|
SPL entered into four credit facilities
(collectively, the “2015 SPL Credit Facilities”)
totaling $4.6 billion, which replaced its existing credit facilities. The
2015 SPL Credit Facilities
will be used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 5 of the
Liquefaction Project
.
|
•
|
SPL issued a notice to proceed to Bechtel Oil, Gas and Chemicals, Inc.
(“Bechtel”)
under the
EPC Contract (Train 5)
.
|
•
|
SPL entered into a
$1.2 billion
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement
(the “SPL Working Capital Facility”)
, which replaced the existing Senior Letter of Credit and Reimbursement Agreement that was entered into in April 2014
(the “SPL LC Agreement”)
. The
SPL Working Capital Facility
will be used primarily for certain working capital requirements related to developing and placing into operation the
Liquefaction Project
.
|
•
|
$1.7 billion
of 7.50% Senior Secured Notes due 2016 issued by SPLNG
(the “2016 SPLNG Senior Notes”)
;
|
•
|
$0.4 billion
of 6.50% Senior Secured Notes due 2020 issued by SPLNG
(the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”)
;
|
•
|
$2.0 billion
of 5.625% Senior Secured Notes due 2021 issued by SPL
(the “2021 SPL Senior Notes”)
;
|
•
|
$1.0 billion
of 6.25% Senior Secured Notes due 2022 issued by SPL
(the “2022 SPL Senior Notes”)
;
|
•
|
$1.5 billion
of 5.625% Senior Secured Notes due 2023 issued by SPL
(the “2023 SPL Senior Notes”)
;
|
•
|
$2.0 billion
of 5.75% Senior Secured Notes due 2024 issued by SPL
(the “2024 SPL Senior Notes” and collectively with the 2021 SPL Senior Notes, the 2022 SPL Senior Notes, the 2023 SPL Senior Notes and the 2025 SPL Senior Notes, the “SPL Senior Notes”)
; and
|
•
|
$2.0 billion
of the
2025 SPL Senior Notes
.
|
•
|
1.0% of the principal amount of the
2016 SPLNG Senior Notes
; or
|
•
|
the excess of: (1) the present value at such redemption date of (a) the redemption price of the
2016 SPLNG Senior Notes
plus (b) all required interest payments due on the
2016 SPLNG Senior 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 (2) the principal amount of the
2016 SPLNG Senior Notes
, if greater.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Sources of cash and cash equivalents
|
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
|
$
|
2,250,000
|
|
|
$
|
2,584,500
|
|
Use of restricted cash for the acquisition of property, plant and equipment
|
|
2,178,481
|
|
|
1,978,891
|
|
||
Total sources of cash and cash equivalents
|
|
4,428,481
|
|
|
4,563,391
|
|
||
|
|
|
|
|
||||
Uses of cash and cash equivalents
|
|
|
|
|
||||
Investment in restricted cash
|
|
(2,072,999
|
)
|
|
(2,312,160
|
)
|
||
Property, plant and equipment, net
|
|
(2,130,959
|
)
|
|
(1,968,249
|
)
|
||
Debt issuance and deferred financing costs
|
|
(177,001
|
)
|
|
(94,270
|
)
|
||
Repayments of long-term debt
|
|
—
|
|
|
(177,000
|
)
|
||
Distributions to owners
|
|
(74,261
|
)
|
|
(74,236
|
)
|
||
Operating cash flow
|
|
(947
|
)
|
|
(22,622
|
)
|
||
Other
|
|
(50,711
|
)
|
|
(13,238
|
)
|
||
Total uses of cash and cash equivalents
|
|
(4,506,878
|
)
|
|
(4,661,775
|
)
|
||
|
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
|
(78,397
|
)
|
|
(98,384
|
)
|
||
Cash and cash equivalents—beginning of period
|
|
248,830
|
|
|
351,032
|
|
||
Cash and cash equivalents—end of period
|
|
$
|
170,433
|
|
|
$
|
252,648
|
|
|
|
|
|
|
|
|
|
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
|
||||||||||||
August 14, 2015
|
|
April 1 - June 30, 2015
|
|
$
|
0.425
|
|
|
$
|
—
|
|
|
$
|
24,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
May 15, 2015
|
|
January 1 - March 31, 2015
|
|
0.425
|
|
|
—
|
|
|
24,259
|
|
|
—
|
|
|
—
|
|
|
495
|
|
||||||
February 13, 2015
|
|
October 1 - December 31, 2014
|
|
0.425
|
|
|
—
|
|
|
24,259
|
|
|
—
|
|
|
—
|
|
|
495
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
August 14, 2014
|
|
April 1 - June 30, 2014
|
|
$
|
0.425
|
|
|
$
|
—
|
|
|
$
|
24,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
May 15, 2014
|
|
January 1 - March 31, 2014
|
|
0.425
|
|
|
—
|
|
|
24,259
|
|
|
—
|
|
|
—
|
|
|
495
|
|
||||||
February 14, 2014
|
|
October 1 - December 31, 2013
|
|
0.425
|
|
|
—
|
|
|
24,259
|
|
|
—
|
|
|
—
|
|
|
495
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00019 East Meter Piping Tie-ins, dated August 26, 2015 (Incorporated by reference to Exhibit 10.1 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.2
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00002 Credit to EPC Contract Value for TSA Work, dated September 17, 2015 (Incorporated by reference to Exhibit 10.2 to Sabine Pass Liquefaction, LLC’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.3
|
|
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender, Société Générale, as the Common Security Trustee, and the senior lenders party thereto from time to time and for the benefit of HSBC Bank USA, National Association, ING Capital LLC, Morgan Stanley Bank, N.A. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Documentation Agents, ABN Amro Capital USA LLC, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Société Générale, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Syndication Agents, Industrial and Commercial Bank of China Limited, New York Branch and Lloyds Bank PLC, as Mandated Lead Arrangers, and Landesbank Baden-Württemberg, New York Branch, as Manager (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
|
10.4*
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated August 28, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer)
|
10.5*
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer)
|
10.6*
|
|
Omnibus Amendment, dated as of September 24, 2015, to the Second Amended and Restated Common Terms Agreement among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent
|
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
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
CHENIERE ENERGY PARTNERS, L.P.
|
|
|
|
By:
|
Cheniere Energy Partners GP, LLC,
|
|
|
|
its general partner
|
|
|
|
|
Date:
|
October 29, 2015
|
By:
|
/s/ Michael J. Wortley
|
|
|
|
Michael J. Wortley
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(on behalf of the registrant and
as principal financial officer)
|
|
|
|
|
Date:
|
October 29, 2015
|
By:
|
/s/ Leonard Travis
|
|
|
|
Leonard Travis
|
|
|
|
Chief Accounting Officer
|
|
|
|
(on behalf of the registrant and
as principal accounting officer)
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
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.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), 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.
|
e.
|
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.
|
f.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. 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.
|
g.
|
Successors
. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by the Agreement, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
|
SELLER:
|
|
BUYER:
|
||
Sabine Pass Liquefaction, LLC
|
|
Total Gas & Power North America, Inc.
|
||
|
|
|
|
|
/s/ Grant E. McCracken
|
|
/s/ T E Earl
|
||
Name:
|
Grant E. McCracken
|
|
Name:
|
T E Earl
|
Title:
|
Vice President, Commercial Operations
|
|
Title:
|
VP Trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Definitions
. Capitalized terms used but not defined herein shall have the meaning provided in the Agreement.
|
2.
|
Amendment
.
|
3.
|
Miscellaneous
|
a.
|
Force and Effect
. All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
|
b.
|
Further Assurances
. Each Party hereby agrees to take all such action as may be necessary to effectuate fully the purposes of this Amendment, including causing this Amendment or any document contemplated herein to be duly registered, notarized, attested, consularized and stamped in any applicable jurisdiction.
|
c.
|
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.
|
d.
|
Confidentiality; Dispute Resolution; Immunity
. The provisions of Section 19 (
Confidentiality
), 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.
|
e.
|
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.
|
f.
|
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties. 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.
|
g.
|
Successors
. The terms and provisions of this Amendment shall inure to the benefit of and shall be binding upon the Parties and their respective successors and permitted assigns.
|
h.
|
Severability
. If a court of competent jurisdiction or arbitral tribunal determines that any clause or provision of this Amendment is void, illegal, or unenforceable, the other clauses and provisions of the Amendment shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the maximum extent permissible by law.
|
i.
|
No Third Party Beneficiaries
. Except as expressly contemplated by the Agreement, nothing in this Amendment shall entitle any party other than the Parties to this Amendment to any claim, cause of action, remedy or right of any kind.
|
j.
|
Counterparts
. This Amendment may be executed by signing the original or a counterpart thereof (including by facsimile or email transmission). If this Amendment is executed in counterparts, all counterparts taken together shall have the same effect as if the undersigned parties hereto had signed the same instrument.
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SELLER:
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BUYER:
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Sabine Pass Liquefaction, LLC
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Centrica plc
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/s/ Grant E. McCracken
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/s/ V M Hanafin
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Name:
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Grant E. McCracken
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Name:
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V M Hanafin
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Title:
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Vice President, Commercial Operations
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Title:
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Managing Director
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“(a)
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Other than Permitted Investments held in accordance with the Accounts Agreement for which the Borrower is a beneficiary, the Borrower shall not open or maintain, or permit or instruct any other Person to open or maintain on its behalf, or use or be the beneficiary of any account other than (i) the Accounts, (ii) the Excluded Unsecured Accounts and (iii) an account holding Escrowed Amounts (as defined in each EPC Contract).”
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a.
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With respect to the Term Loan A Credit Agreement, by their signature below, each of the undersigned Commercial Bank Lenders instructs the Commercial Banks Facility Agent to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment.
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b.
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With respect to the KEXIM Direct Facility, by its signature below, KEXIM instructs the KEXIM Facility Agent to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment.
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c.
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With respect to the KEXIM Covered Facility, by its signature below, in accordance with Section 9.13 of the KEXIM Covered Facility Agreement, KEXIM instructs the KEXIM Facility Agent, on behalf of all KEXIM Covered Facility Lenders, to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment.
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d.
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With respect to the KSURE Covered Facility, in accordance with Section 9.13 of the KSURE Covered Facility Agreement, KSURE instructs the KSURE Covered Facility Agent, on behalf of all KSURE Covered Facility Lenders, to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment.
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e.
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With respect to the Working Capital Facility, by their signature below, each of the undersigned Working Capital Facility Lenders instructs the Working Capital Facility Agent to (i) execute this Amendment and (ii) direct the Intercreditor Agent to execute this Amendment.
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f.
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Based on the instructions above, each of the Commercial Banks Facility Agent, the KSURE Covered Facility Agent, the KEXIM Facility Agent and the Working Capital Facility Agent, constituting the Majority Aggregate Secured Credit Facilities Debt Participants (as defined in the Intercreditor Agreement),
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SABINE PASS LIQUEFACTION, LLC
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as the Borrower
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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SOCIÉTÉ GÉNÉRAL
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as Common Security Trustee and Secured Debt Holder Group Representative for the Commercial Banks Facility
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By:
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/s/ Ellen Turkel
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Name:
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Ellen Turkel
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Title:
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Director
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SOCIÉTÉ GÉNÉRAL
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as Intercreditor Agent
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By:
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/s/ Ellen Turkel
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Name:
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Ellen Turkel
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Title:
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Director
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THE EXPORT-IMPORT BANK OF KOREA
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By:
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/s/ Lee Do Hyung
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Name:
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Lee Do Hyung
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Title:
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Director
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SHINHAN BANK NEW YORK BRANCH,
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as the Secured Debt Holder Group Representative for the KEXIM Direct Facility, the Secured Debt Holder Group Representative for the KEXIM Covered Facility and the KEXIM Facility Agent
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By:
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/s/ Jinsoo Bae
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Name:
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Jinsoo Bae
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Title:
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GENERAL MANAGER
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THE KOREA BANK DEVELOPMENT BANK NEW YORK BRANCH,
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as the Secured Debt Holder Group Representative for the KSURE Covered Facility and the KSURE Covered Facility Agent
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By:
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/s/ Jin Hwan Sah
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Name:
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Jin Hwan Sah
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Title:
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Senior Deputy General Manager
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THE BANK OF NOVA SCOTIA,
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as the Secured Debt Holder Group Representative for the Working Capital Facility
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By:
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/s/ Mark Sparrow
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Name:
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Mark Sparrow
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Title:
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Director
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ABN AMRO CAPITAL USA LLC,
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as Commercial Bank Lender, Senior Issuing Bank and Working Capital Lender
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By:
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/s/ Kaylan Hopson
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Name:
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Kaylan Hopson
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Title:
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Vice President
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By:
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/s/ Darrell Holley
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Name:
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Darrell Holley
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Title:
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Managing Director
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BANK OF AMERICA, N.A.,
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as Commercial Bank Lender
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By:
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/s/ Ronald E. McKaig
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Name:
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Ronald E. McKaig
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Title:
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Managing Director
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THE BANK OF NOVA SCOTIA
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as Commercial Bank Lender, Senior Issuing Bank and Working Capital Lender
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By:
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/s/ Mark Sparrow
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Name:
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Mark Sparrow
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Title:
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Director
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CRÉDIT INDUSTRIEL ET COMMERCIAL,
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as Commercial Bank Lender and Working Capital Lender
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By:
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/s/ Philippe Ginestet
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Name:
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Philippe Ginestet
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Title:
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Crédit Industriel et Commercial
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By:
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/s/ Raphaël Vincens
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Name:
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Raphaël Vincens
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Title:
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Analyste
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
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as Commercial Bank Lender
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By:
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/s/ Nupor Komar
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Name:
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Nupor Komar
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Title:
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Authorized Signatory
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By:
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/s/ Jayant Rao
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Name:
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Jayant Rao
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Title:
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Authorized Signatory
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GOLDMAN SACHS BANK USA,
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as Commercial Bank Lender
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By:
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/s/ Eric Muller
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Name:
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Eric Muller
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Title:
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Managing Director
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HSBC BANK USA, NATIONAL ASSOCIATION,
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as Commercial Bank Lender, Senior Issuing Bank and Working Capital Lender
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By:
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/s/ James Kaiser
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Name:
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James Kaiser
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Title:
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Managing Director
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INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BANK
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as Commercial Bank Lender and Working Capital Lender
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By:
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/s/ Peitao Chen
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Name:
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Peitao Chen
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Title:
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Deputy General Manager
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ING CAPITAL LLC,
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as Commercial Bank Lender, Senior Issuing Bank and Working Capital Facility Lender
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By:
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/s/ Anthony Rivera
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Name:
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Anthony Rivera
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Title:
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Director
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By:
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/s/ Tanja van der Woude
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Name:
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Tanja van der Woude
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Title:
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Director
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INTESA SANPAOLA S.P.A., NEW YORK BRANCH,
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as Commercial Bank Lender
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By:
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/s/ Nicholas A. Matacchieri
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Name:
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Nicholas A. Matacchieri
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Title:
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Vice President
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By:
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/s/ Francesco DiMario
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Name:
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Francesco DiMario
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Title:
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First Vice President
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JP MORGAN CHASE BANK, N.A.,
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as Commercial Bank Lender
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By:
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/s/ Dave Katz
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Name:
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Dave Katz
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Title:
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Executive Director
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LANDESBANK BADEN-WÜRTTEMBERG, NEW YORK BRANCH,
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as Commercial Bank Lender and Working Capital Lender
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By:
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/s/ Arndt Bruns
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Name:
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Arndt Bruns
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Title:
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VP
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By:
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/s/ Adam Rahal
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Name:
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Adam Rahal
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Title:
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Legal Counsel
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LLOYDS BANK PLC,
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as Commercial Bank Lender and Working Capital Lender
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By:
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/s/ Erin Dohertz
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Name:
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Erin Dohertz
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Title:
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Assistant Vice President
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By:
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/s/ Daven Popat
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Name:
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Daven Popat
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Title:
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Senior Vice President
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MIZUHO BANK, LTD.,
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as Commercial Bank Lender
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By:
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/s/ Brian Caldwell
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Name:
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Brian Caldwell
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Title:
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Senior Vice President
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MORGAN STANLEY BANK, N.A.,
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as Commercial Bank Lender
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By:
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/s/ Dmitriy Barskiy
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Name:
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Dmitriy Barskiy
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Title:
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Authorized Signatory
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MORGAN STANLEY SENIOR FUNDING, INC.,
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as Commercial Bank Lender
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By:
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/s/ Dmitriy Barskiy
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Name:
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Dmitriy Barskiy
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Title:
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Vice President
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ROYAL BANK OF CANADA,
|
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as Commercial Bank Lender
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By:
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/s/ Jason S. York
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Name:
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Jason S. York
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Title:
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Authorized Signatory
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SANTANDER BANK, N.A.,
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as Commercial Bank Lender
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By:
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/s/ Fernando Benjumea
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Name:
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Fernando Benjumea
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Title:
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VP
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By:
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/s/ Daniel S Kostman
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Name:
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Daniel S Kostman
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Title:
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VP
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SOCIÉTÉ GÉNÉRALE
|
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as Commercial Bank Lender, Swing Line Lender and Working Capital Lender
|
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By:
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/s/ Edward J. Grimm
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Name:
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Edward J. Grimm
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Title:
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Director
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SUMITOMO MITSUI BANKING CORPORATION,
|
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as Commercial Bank Lender and Working Capital Lender
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By:
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/s/ Isaac Deutsch
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Name:
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Isaac Deutsch
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Title:
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Managing Director
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COMMONWEALTH BANK OF AUSTRALIA,
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as Working Capital Lender
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By its attorney under Power of Attorney dated 24 June 2013:
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Signature of Attorney:
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/s/ Drew Lanyon
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Name of Attorney:
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Drew Lanyon
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Signed by its duly constituted attorney in the presence of:
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Signature of Witness:
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/s/ Michelle Liebau
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Name of Witness:
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Michelle Liebau
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WELLS FARGO BANK, N.A.,
|
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as Working Capital Lender
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By:
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/s/ Nathan Starr
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Name:
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Nathan Starr
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Title:
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Portfolio Manager
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1.
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I have reviewed this quarterly report on Form 10-Q of Cheniere Energy Partners, L.P.;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer 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:
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a)
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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;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer 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
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b)
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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.
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/s/ Charif Souki
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Charif Souki
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Chief Executive Officer of
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Cheniere Energy Partners GP, LLC, the general partner of
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Cheniere Energy Partners, L.P.
|
1.
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I have reviewed this quarterly report on Form 10-Q of Cheniere Energy Partners, L.P.;
|
2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer 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;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer 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
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b)
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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.
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/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Cheniere Energy Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|
(1)
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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 results 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 results of operations of the Partnership.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Cheniere Energy Partners GP, LLC, the general partner of
|
Cheniere Energy Partners, L.P.
|