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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 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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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
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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An industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
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TUA
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terminal use agreement
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•
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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 SPLNG, SPL or CTPL;
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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;
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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;
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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 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 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;
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statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
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statements regarding our planned development and 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, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and
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any other statements that relate to non-historica
l or future information.
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ITEMS 1. AND 2.
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BUSINESS AND PROPERTIES
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completing construction and commencing operation of the first five Trains of the
Liquefaction Project
;
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obtaining the requisite long-term commercial contracts and financing to reach a final investment decision
(“FID”)
regarding Train 6 of the
Liquefaction Project
;
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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 and the
Creole Trail Pipeline
;
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developing business relationships for the marketing of additional long-term and short-term agreements for additional
LNG
volumes at the Sabine Pass LNG terminal; 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 facilities, midstream assets, natural gas storage assets and natural gas pipelines.
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Target Date
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Milestone
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Trains 1 - 5
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DOE export authorization
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Received
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Definitive commercial agreements
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Completed
19.75 mtpa
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BG Gulf Coast LNG, LLC
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5.5 mtpa
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Gas Natural Aprovisionamientos SDG S.A.
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3.5 mtpa
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Korea Gas Corporation
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3.5 mtpa
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GAIL (India) Limited
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3.5 mtpa
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Total
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2.0 mtpa
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Centrica plc
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1.75 mtpa
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EPC contracts
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Completed
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Financing
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Completed
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FERC authorization
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Completed
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Issue Notice to Proceed
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Completed
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Commence operations
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2016 - 2019
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•
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BG Gulf Coast LNG, LLC
(“BG”)
has entered into an
SPA
that commences upon the date of first commercial delivery for Train 1 and includes an annual contract quantity of 182,500,000 MMBtu of LNG with 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 Trains 2, 3 and 4, respectively, with a fixed fee of $3.00 per MMBtu. The total expected annual contracted cash flow from
BG
from fixed fees is approximately $723 million. In addition, SPL has agreed to make up to 500,000 MMBtu/d of LNG available to
BG
to the extent that Train 1 becomes commercially operable prior to the beginning of the first delivery window with a fixed fee of $2.25 per MMBtu, if produced. The obligations of
BG
are guaranteed by BG Energy Holdings Limited, a company organized under the laws of England and Wales.
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•
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Gas Natural Aprovisionamientos SDG S.A.
(“Gas Natural Fenosa”)
has entered into an SPA that commences upon the date of first commercial delivery for Train 2 and includes an annual contract quantity of 182,500,000 MMBtu of LNG with a fixed fee of $2.49 per MMBtu, equating to expected annual contracted cash flow from fixed fees of approximately $454 million. In addition, SPL has agreed to make up to 285,000 MMBtu/d of LNG available to
Gas Natural Fenosa
to the extent that Train 2 becomes commercially operable prior to the beginning of the first delivery window with a fixed fee of $2.49 per MMBtu, if produced. The obligations of
Gas Natural Fenosa
are guaranteed by Gas Natural SDG S.A., a company organized under the laws of Spain.
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•
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Korea Gas Corporation
(“KOGAS”)
has entered into an
SPA
that commences upon the date of first commercial delivery for Train 3 and includes an annual contract quantity of 182,500,000 MMBtu of LNG with a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of approximately $548 million.
KOGAS
is organized under the laws of the Republic of Korea.
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GAIL (India) Limited
(“GAIL”)
has entered into an
SPA
that commences upon the date of first commercial delivery for Train 4 and includes an annual contract quantity of 182,500,000 MMBtu of LNG with a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of approximately $548 million.
GAIL
is organized under the laws of India.
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Total
has entered into an
SPA
that commences upon the date of first commercial delivery for Train 5 and includes an annual contract quantity of 104,750,000 MMBtu of LNG with a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of approximately $314 million. The obligations of
Total
are guaranteed by Total S.A., a company organized under the laws of France.
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Centrica plc
(“Centrica”)
has entered into an
SPA
that commences upon the date of first commercial delivery for Train 5 and includes an annual contract quantity of 91,250,000 MMBtu of LNG with a fixed fee of $3.00 per MMBtu, equating to expected annual contracted cash flow from fixed fees of approximatel
y $274 million.
Centrica
is organized under the laws of England and Wales.
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ITEM 1A.
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RISK FACTORS
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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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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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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;
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insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide;
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insufficient LNG tanker capacity;
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weather conditions;
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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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decreased oil and natural gas exploration activities, which may decrease the production of natural gas;
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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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political conditions in natural gas producing regions;
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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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decreases in the price of non-U.S. LNG, including decreases in price as a result of contracts indexed to lower oil prices;
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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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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact a high consequence area;
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improve data collection, integration and analysis;
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repair and remediate the pipeline as necessary; and
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implement preventative and mitigating actions.
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if we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts with them;
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if we are unable to identify attractive capital expansion projects or negotiate acceptable engineering procurement and construction arrangements for them;
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if we are unable to obtain necessary governmental approvals;
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if we are unable to obtain financing for the acquisitions or capital expansion projects on economically acceptable terms, or at all;
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if we are unable to secure adequate customer commitments to use the acquired or expansion facilities; or
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if 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 SPLNG 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 SPLNG to pay distributions to us under the indentures governing the
$1.7 billion
of 7.50% Senior Secured Notes due 2016 and
$0.4 billion
of 6.50% Senior Secured Notes due 2020, both issued by SPLNG
(the “SPLNG Indentures”)
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 SPL to pay distributions to us under its credit facilities and its senior 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 facilities, 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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domestic and worldwide supply of and demand for natural gas and corresponding fluctuations in the price of natural gas;
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fluctuations in our quarterly or annual financial results or those of other companies in our industry;
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issuance of additional equity securities which causes further dilution to our unitholders;
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sales of a high volume of units of our common units by our unitholders;
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operating and unit price performance of companies that investors deem comparable to us;
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events affecting other companies that the market deems comparable to us;
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changes in government regulation or proposals applicable to us;
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actual or potential non-performance by any customer or a counterparty under any agreement;
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announcements made 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 conditions in the industries in which we operate;
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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; and
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other factors described in these “Risk Factors.”
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURE
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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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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Cash Distributions
Per Class B Unit (3)
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||||||||||
2015
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||||||||||
First Quarter
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$
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32.70
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$
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28.36
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$
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0.425
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$
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—
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$
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—
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Second Quarter
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34.55
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29.77
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0.425
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—
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—
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|||||
Third Quarter
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32.54
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20.53
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0.425
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—
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—
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Fourth Quarter
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29.59
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20.15
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0.425
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—
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—
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2014
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First Quarter
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$
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30.23
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$
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27.42
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$
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0.425
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$
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—
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$
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—
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Second Quarter
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34.60
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29.71
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0.425
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—
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—
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Third Quarter
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33.48
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30.96
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0.425
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—
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—
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Fourth Quarter
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33.00
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25.08
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0.425
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—
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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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We have not paid distributions on our subordinated units since the distribution made with respect to the quarter ended March 31, 2010. See “Subordination Period” below.
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(3)
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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). See “Class B Units” below.
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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 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 for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
|
•
|
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
|
•
|
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
|
•
|
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 units
|
•
|
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%
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Revenues (including transactions with affiliates)
|
|
$
|
270,028
|
|
|
$
|
268,698
|
|
|
$
|
268,191
|
|
|
$
|
264,498
|
|
|
$
|
283,888
|
|
Operating costs and expenses (including transactions with affiliates)
|
|
266,986
|
|
|
268,183
|
|
|
300,220
|
|
|
226,875
|
|
|
164,054
|
|
|||||
Income (loss) from operations
|
|
3,042
|
|
|
515
|
|
|
(32,029
|
)
|
|
37,623
|
|
|
119,834
|
|
|||||
Interest expense, net of capitalized interest
|
|
(184,600
|
)
|
|
(177,032
|
)
|
|
(178,400
|
)
|
|
(171,646
|
)
|
|
(173,590
|
)
|
|||||
Net loss
|
|
(318,891
|
)
|
|
(410,036
|
)
|
|
(258,117
|
)
|
|
(175,431
|
)
|
|
(53,560
|
)
|
|||||
Net income (loss) per common unit
|
|
$
|
(0.43
|
)
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.27
|
|
|
$
|
1.23
|
|
Weighted average units outstanding
|
|
57,081
|
|
|
57,079
|
|
|
54,235
|
|
|
33,470
|
|
|
27,910
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash and cash equivalents
|
|
$
|
146,221
|
|
|
$
|
248,830
|
|
|
$
|
351,032
|
|
|
$
|
419,292
|
|
|
$
|
81,415
|
|
Restricted cash (current)
|
|
274,557
|
|
|
195,702
|
|
|
227,652
|
|
|
92,519
|
|
|
13,732
|
|
|||||
Non-current restricted cash
|
|
13,650
|
|
|
544,465
|
|
|
1,025,056
|
|
|
272,425
|
|
|
82,394
|
|
|||||
Property, plant and equipment, net
|
|
11,931,602
|
|
|
8,978,356
|
|
|
6,383,939
|
|
|
3,219,592
|
|
|
2,044,020
|
|
|||||
Total assets
|
|
12,996,327
|
|
|
10,387,515
|
|
|
8,516,783
|
|
|
4,265,787
|
|
|
2,267,990
|
|
|||||
Current debt, net
|
|
1,676,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net
|
|
10,178,681
|
|
|
8,991,333
|
|
|
6,576,273
|
|
|
2,167,113
|
|
|
2,192,418
|
|
|||||
Total partners’ equity (deficit)
|
|
712,931
|
|
|
1,130,729
|
|
|
1,639,744
|
|
|
1,879,978
|
|
|
(14,411
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
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 and Bechtel Oil, Gas and Chemicals, Inc.
(“Bechtel”)
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”)
aggregating $4.6 billion, which terminated and 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 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 $325.0 million 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
.
|
•
|
In January 2016, we engaged
13
financial institutions to act as Joint Lead Arrangers, Mandated Lead Arrangers and other participants to assist in the structuring and arranging of up to approximately
$2.8 billion
of senior secured credit facilities. Proceeds from these new credit facilities are intended to be used by us to prepay $400.0 million of the CTPL term loan facility
(the “CTPL Term Loan”)
, to redeem or repay
$1,665.5 million
of the 7.50% Senior Secured Notes due 2016
(the “2016 SPLNG Senior Notes”)
and
$420.0 million
of the 6.50% Senior Secured Notes due 2020
(the “2020 SPLNG Senior Notes” and collectively with the 2016 SPLNG Senior Notes, the “SPLNG Senior Notes”)
, to pay associated transaction fees, expenses and make-whole amounts, if applicable, and for our general business purposes.
|
•
|
$1.7 billion
of the
2016 SPLNG Senior Notes
;
|
•
|
$0.4 billion
of the
2020 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Sources of cash and cash equivalents
|
|
|
|
|
|
|
||||||
Proceeds from issuances of debt
|
|
$
|
2,860,000
|
|
|
$
|
2,584,500
|
|
|
$
|
4,504,478
|
|
Use of restricted cash for the acquisition of property, plant and equipment
|
|
2,965,477
|
|
|
2,669,332
|
|
|
3,119,632
|
|
|||
Operating cash flow
|
|
5,748
|
|
|
11,928
|
|
|
35,664
|
|
|||
Proceeds from sale of partnership common and general partner units
|
|
—
|
|
|
—
|
|
|
375,897
|
|
|||
Contributions to Creole Trail Pipeline Business from Cheniere, net
|
|
—
|
|
|
—
|
|
|
20,896
|
|
|||
Total sources of cash and cash equivalents
|
|
5,831,225
|
|
|
5,265,760
|
|
|
8,056,567
|
|
|||
|
|
|
|
|
|
|
||||||
Uses of cash and cash equivalents
|
|
|
|
|
|
|
||||||
Investment in restricted cash
|
|
(2,690,364
|
)
|
|
(2,303,763
|
)
|
|
(4,173,959
|
)
|
|||
Property, plant and equipment, net
|
|
(2,912,080
|
)
|
|
(2,645,553
|
)
|
|
(3,120,643
|
)
|
|||
Debt issuance and deferred financing costs
|
|
(169,924
|
)
|
|
(103,787
|
)
|
|
(311,050
|
)
|
|||
Distributions to owners
|
|
(99,018
|
)
|
|
(98,979
|
)
|
|
(91,386
|
)
|
|||
Repayments of debt
|
|
—
|
|
|
(177,000
|
)
|
|
(100,000
|
)
|
|||
Purchase of Creole Trail Pipeline Business, net
|
|
—
|
|
|
—
|
|
|
(313,892
|
)
|
|||
Other
|
|
(62,448
|
)
|
|
(38,880
|
)
|
|
(13,897
|
)
|
|||
Total uses of cash and cash equivalents
|
|
(5,933,834
|
)
|
|
(5,367,962
|
)
|
|
(8,124,827
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
|
(102,609
|
)
|
|
(102,202
|
)
|
|
(68,260
|
)
|
|||
Cash and cash equivalents—beginning of period
|
|
248,830
|
|
|
351,032
|
|
|
419,292
|
|
|||
Cash and cash equivalents—end of period
|
|
$
|
146,221
|
|
|
$
|
248,830
|
|
|
$
|
351,032
|
|
|
|
|
|
|
|
|
|
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
|
||||||||||||
October 23, 2015
|
|
July 1 - September 30, 2015
|
|
$
|
0.425
|
|
|
$
|
—
|
|
|
$
|
24,260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
August 14, 2015
|
|
April 1 - June 30, 2015
|
|
0.425
|
|
|
—
|
|
|
24,260
|
|
|
—
|
|
|
—
|
|
|
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
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
November 14, 2014
|
|
July 1 - September 30, 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
|
|
|
—
|
|
|
24,258
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
|
Payments Due By Period (1)
|
||||||||||||||||||
|
|
Total
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
Thereafter
|
||||||||||
Construction obligations (2)
|
|
$
|
2,701,566
|
|
|
$
|
1,543,647
|
|
|
$
|
1,070,003
|
|
|
$
|
87,916
|
|
|
$
|
—
|
|
Purchase obligations (3)
|
|
1,522,360
|
|
|
375,164
|
|
|
515,814
|
|
|
372,110
|
|
|
259,272
|
|
|||||
Debt (4)
|
|
11,845,500
|
|
|
1,680,500
|
|
|
400,000
|
|
|
1,265,000
|
|
|
8,500,000
|
|
|||||
Interest payments (4)
|
|
4,109,954
|
|
|
699,912
|
|
|
1,142,682
|
|
|
1,132,230
|
|
|
1,135,130
|
|
|||||
Operating lease obligations (5)
|
|
40,976
|
|
|
2,620
|
|
|
4,439
|
|
|
4,253
|
|
|
29,664
|
|
|||||
Obligations to affiliates (6)
|
|
171,106
|
|
|
20,205
|
|
|
36,955
|
|
|
36,955
|
|
|
76,991
|
|
|||||
Other obligations
|
|
2,454
|
|
|
2,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
20,393,916
|
|
|
$
|
4,324,502
|
|
|
$
|
3,169,893
|
|
|
$
|
2,898,464
|
|
|
$
|
10,001,057
|
|
|
(1)
|
Agreements in force as of
December 31, 2015
that have terms dependent on project milestone dates are based on the estimated dates as of
December 31, 2015
.
|
(2)
|
Construction obligations primarily relate to the EPC contracts for Trains 1 through 5 of the
Liquefaction Project
. The estimated remaining costs pursuant to our EPC contracts as of
December 31, 2015
is included. A discussion of these obligations can be found at
Note 13—Commitments and Contingencies
of our Notes to Consolidated Financial Statements.
|
(3)
|
Purchase obligations consists of contracts for which conditions precedent have been met, and primarily relate to natural gas supply, transportation and storage services, as well as maintenance contracts for the
Liquefaction Project
. As project milestones and other conditions precedent are achieved, our obligations are expected to increase accordingly.
|
(4)
|
Based on the total debt balance, scheduled maturities and interest rates in effect at December 31,
2015
. See
Note 10—Debt
of our Notes to Consolidated Financial Statements.
|
(5)
|
Operating lease obligations primarily relate to land sites related to the Sabine Pass LNG terminal. A discussion of these obligations can be found in
Note 12—Leases
of our Notes to Consolidated Financial Statements.
|
(6)
|
Obligations arising through intercompany service agreements include only fixed fees and do not include variable fees. A discussion of these obligations can be found in
Note 11—Related Party Transactions
of our Notes to Consolidated Financial Statements.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Cheniere Energy Partners, L.P.
|
|
|
|
By:
|
Cheniere Energy Partners GP, LLC,
|
|
Its general partner
|
By:
|
/s/ Neal A. Shear
|
|
By:
|
/s/ Michael J. Wortley
|
|
Neal A. Shear
|
|
|
Michael J. Wortley
|
|
Interim Chief Executive Officer
(Principal Executive Officer) |
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
/s/ KPMG LLP
|
KPMG LLP
|
|
/s/ KPMG LLP
|
KPMG LLP
|
|
/s/ ERNST & YOUNG LLP
|
Ernst & Young LLP
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
146,221
|
|
|
$
|
248,830
|
|
Restricted cash
|
|
274,557
|
|
|
195,702
|
|
||
Accounts and interest receivable
|
|
742
|
|
|
333
|
|
||
Accounts receivable—affiliate
|
|
1,271
|
|
|
3,651
|
|
||
Advances to affiliate
|
|
39,836
|
|
|
27,323
|
|
||
Inventory
|
|
16,667
|
|
|
7,786
|
|
||
Other current assets
|
|
11,828
|
|
|
2,895
|
|
||
Other current assets—affiliate
|
|
2,353
|
|
|
—
|
|
||
Total current assets
|
|
493,475
|
|
|
486,520
|
|
||
|
|
|
|
|
||||
Non-current restricted cash
|
|
13,650
|
|
|
544,465
|
|
||
Property, plant and equipment, net
|
|
11,931,602
|
|
|
8,978,356
|
|
||
Debt issuance costs, net
|
|
295,265
|
|
|
241,909
|
|
||
Non-current derivative assets
|
|
30,304
|
|
|
11,744
|
|
||
Other non-current assets
|
|
200,013
|
|
|
124,521
|
|
||
Other non-current assets—affiliate
|
|
32,018
|
|
|
—
|
|
||
Total assets
|
|
$
|
12,996,327
|
|
|
$
|
10,387,515
|
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
16,407
|
|
|
$
|
8,598
|
|
Accrued liabilities
|
|
224,292
|
|
|
136,578
|
|
||
Current debt, net
|
|
1,676,197
|
|
|
—
|
|
||
Due to affiliates
|
|
115,123
|
|
|
18,952
|
|
||
Deferred revenue
|
|
26,669
|
|
|
26,655
|
|
||
Deferred revenue—affiliate
|
|
717
|
|
|
708
|
|
||
Derivative liabilities
|
|
6,430
|
|
|
23,247
|
|
||
Other current liabilities
|
|
—
|
|
|
18
|
|
||
Total current liabilities
|
|
2,065,835
|
|
|
214,756
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
10,178,681
|
|
|
8,991,333
|
|
||
Non-current deferred revenue
|
|
9,500
|
|
|
13,500
|
|
||
Other non-current liabilities
|
|
3,059
|
|
|
2,452
|
|
||
Other non-current liabilities—affiliate
|
|
26,321
|
|
|
34,745
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 13)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Partners’ equity
|
|
|
|
|
||||
Common unitholders’ interest (57.1 million units issued and outstanding at December 31, 2015 and 2014)
|
|
305,747
|
|
|
495,597
|
|
||
Class B unitholders’ interest (145.3 million units issued and outstanding at December 31, 2015 and 2014)
|
|
(37,429
|
)
|
|
(38,216
|
)
|
||
Subordinated unitholders’ interest (135.4 million units issued and outstanding at December 31, 2015 and 2014)
|
|
428,035
|
|
|
648,414
|
|
||
General partner’s interest (2% interest with 6.9 million units issued and outstanding at December 31, 2015 and 2014)
|
|
16,578
|
|
|
24,934
|
|
||
Total partners’ equity
|
|
712,931
|
|
|
1,130,729
|
|
||
Total liabilities and partners’ equity
|
|
$
|
12,996,327
|
|
|
$
|
10,387,515
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Revenues
|
$
|
265,637
|
|
|
$
|
265,740
|
|
|
$
|
265,251
|
|
Revenues—affiliate
|
4,391
|
|
|
2,958
|
|
|
2,940
|
|
|||
Total revenues
|
270,028
|
|
|
268,698
|
|
|
268,191
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Operating and maintenance expense
|
30,940
|
|
|
62,819
|
|
|
59,300
|
|
|||
Operating and maintenance expense—affiliate
|
29,379
|
|
|
21,115
|
|
|
29,304
|
|
|||
Depreciation and amortization expense
|
65,704
|
|
|
58,601
|
|
|
57,486
|
|
|||
Development expense
|
2,850
|
|
|
9,319
|
|
|
11,322
|
|
|||
Development expense—affiliate
|
722
|
|
|
1,153
|
|
|
1,402
|
|
|||
General and administrative expense
|
15,079
|
|
|
13,807
|
|
|
11,570
|
|
|||
General and administrative expense—affiliate
|
122,312
|
|
|
101,369
|
|
|
129,836
|
|
|||
Total operating costs and expenses
|
266,986
|
|
|
268,183
|
|
|
300,220
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from operations
|
3,042
|
|
|
515
|
|
|
(32,029
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of amounts capitalized
|
(184,600
|
)
|
|
(177,032
|
)
|
|
(178,400
|
)
|
|||
Loss on early extinguishment of debt
|
(96,273
|
)
|
|
(114,335
|
)
|
|
(131,576
|
)
|
|||
Derivative gain (loss), net
|
(41,722
|
)
|
|
(119,401
|
)
|
|
82,791
|
|
|||
Other income
|
662
|
|
|
217
|
|
|
1,097
|
|
|||
Total other expense
|
(321,933
|
)
|
|
(410,551
|
)
|
|
(226,088
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(258,117
|
)
|
|
|
|
|
|
|
||||||
Net loss attributable to the Creole Trail Pipeline Business
|
—
|
|
|
—
|
|
|
(18,150
|
)
|
|||
Net loss attributable to partners
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(239,967
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net income (loss) per common unit
|
$
|
(0.43
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common units outstanding used for basic and diluted net income (loss) per common unit calculation
|
57,081
|
|
|
57,079
|
|
|
54,235
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(258,117
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Loss on settlements of interest rate cash flow hedges
retained in other comprehensive income
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Change in fair value of interest rate cash flow hedges
|
—
|
|
|
—
|
|
|
21,297
|
|
|||
Losses reclassified into earnings as a result of discontinuance of cash flow hedge accounting
|
—
|
|
|
—
|
|
|
5,973
|
|
|||
Total other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
27,240
|
|
|||
Comprehensive loss
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(230,877
|
)
|
|
Common Unitholders’ Interest
|
|
Class B Unitholders’ Interest
|
|
Subordinated Unitholder’s Interest
|
|
General Partner’s Interest
|
|
Accumulated Other Comprehensive Loss
|
|
Creole Trail Pipeline Business Equity
|
|
Total Partners’ Equity
|
||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2012
|
39,488
|
|
|
$
|
448,412
|
|
|
133,333
|
|
|
$
|
(37,342
|
)
|
|
135,384
|
|
|
$
|
949,482
|
|
|
6,290
|
|
|
$
|
29,496
|
|
|
$
|
(27,240
|
)
|
|
$
|
517,170
|
|
|
$
|
1,879,978
|
|
Net loss
|
—
|
|
|
(67,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167,905
|
)
|
|
—
|
|
|
(4,799
|
)
|
|
—
|
|
|
(18,150
|
)
|
|
(258,117
|
)
|
|||||||
Contributions to Creole Trail Pipeline Business from Cheniere, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,896
|
|
|
20,896
|
|
|||||||
Acquisition of the Creole Trail Pipeline Business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(519,916
|
)
|
|
(519,916
|
)
|
|||||||
Excess of acquired assets over the purchase price
|
—
|
|
|
2,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,880
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
26,026
|
|
|||||||
Issuance of Class B units associated with acquisition of Creole Trail Pipeline Business
|
—
|
|
|
—
|
|
|
12,000
|
|
|
179,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,126
|
|
|||||||
Sale of common and general partner units
|
17,590
|
|
|
364,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604
|
|
|
11,122
|
|
|
—
|
|
|
—
|
|
|
375,897
|
|
|||||||
Distributions
|
—
|
|
|
(89,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,828
|
)
|
|
—
|
|
|
—
|
|
|
(91,386
|
)
|
|||||||
Interest rate cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,240
|
|
|
—
|
|
|
27,240
|
|
|||||||
Beneficial conversion feature of Class B units
|
—
|
|
|
53,383
|
|
|
—
|
|
|
(180,000
|
)
|
|
—
|
|
|
126,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2013
|
57,078
|
|
|
711,771
|
|
|
145,333
|
|
|
(38,216
|
)
|
|
135,384
|
|
|
931,074
|
|
|
6,894
|
|
|
35,115
|
|
|
—
|
|
|
—
|
|
|
1,639,744
|
|
|||||||
Net loss
|
—
|
|
|
(119,175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282,660
|
)
|
|
—
|
|
|
(8,201
|
)
|
|
—
|
|
|
|
|
(410,036
|
)
|
||||||||
Distributions
|
—
|
|
|
(97,035
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,980
|
)
|
|
—
|
|
|
—
|
|
|
(99,015
|
)
|
|||||||
Issuance of common units as compensation to non-management directors
|
2
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
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
|
—
|
|
|
(92,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219,825
|
)
|
|
—
|
|
|
(6,378
|
)
|
|
—
|
|
|
|
|
(318,891
|
)
|
||||||||
Distributions
|
—
|
|
|
(97,038
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,980
|
)
|
|
—
|
|
|
—
|
|
|
(99,018
|
)
|
|||||||
Issuance of common units as compensation to non-management directors
|
4
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||||
Amortization of beneficial conversion feature of Class B units
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
787
|
|
|
—
|
|
|
(554
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2015
|
57,084
|
|
|
$
|
305,747
|
|
|
145,333
|
|
|
$
|
(37,429
|
)
|
|
135,384
|
|
|
$
|
428,035
|
|
|
6,894
|
|
|
$
|
16,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
712,931
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(258,117
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Non-cash LNG inventory write-downs
|
17,537
|
|
|
24,461
|
|
|
26,900
|
|
|||
Depreciation and amortization expense
|
65,704
|
|
|
58,601
|
|
|
57,486
|
|
|||
Amortization of debt issuance costs and discount
|
12,174
|
|
|
14,264
|
|
|
14,948
|
|
|||
Loss on early extinguishment of debt
|
96,273
|
|
|
114,335
|
|
|
131,576
|
|
|||
Total (gains) losses on derivatives, net
|
7,154
|
|
|
117,701
|
|
|
(84,296
|
)
|
|||
Net cash used for settlement of derivative instruments
|
(41,398
|
)
|
|
(21,581
|
)
|
|
579
|
|
|||
Other
|
85
|
|
|
15
|
|
|
—
|
|
|||
Changes in restricted cash for certain operating activities
|
176,847
|
|
|
148,972
|
|
|
171,345
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and interest receivable
|
259
|
|
|
(293
|
)
|
|
4
|
|
|||
Accounts receivable—affiliate
|
1,248
|
|
|
(503
|
)
|
|
(1,083
|
)
|
|||
Advances to affiliate
|
(12,513
|
)
|
|
(12,586
|
)
|
|
(9,281
|
)
|
|||
Inventory
|
(25,037
|
)
|
|
(19,008
|
)
|
|
(30,903
|
)
|
|||
Accounts payable and accrued liabilities
|
(996
|
)
|
|
3,949
|
|
|
(2,384
|
)
|
|||
Due to affiliates
|
14,882
|
|
|
(15,842
|
)
|
|
26,091
|
|
|||
Deferred revenue
|
(3,986
|
)
|
|
(3,938
|
)
|
|
(3,947
|
)
|
|||
Other, net
|
(12,010
|
)
|
|
(4,236
|
)
|
|
(7,632
|
)
|
|||
Other, net—affiliate
|
28,416
|
|
|
17,653
|
|
|
4,378
|
|
|||
Net cash provided by operating activities
|
5,748
|
|
|
11,928
|
|
|
35,664
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(2,912,080
|
)
|
|
(2,645,553
|
)
|
|
(3,120,643
|
)
|
|||
Use of restricted cash for the acquisition of property, plant and equipment
|
2,965,477
|
|
|
2,669,332
|
|
|
3,119,632
|
|
|||
Purchase of Creole Trail Pipeline Business, net
|
—
|
|
|
—
|
|
|
(313,892
|
)
|
|||
Other
|
(62,448
|
)
|
|
(38,880
|
)
|
|
(13,897
|
)
|
|||
Net cash used in investing activities
|
(9,051
|
)
|
|
(15,101
|
)
|
|
(328,800
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuances of debt
|
2,860,000
|
|
|
2,584,500
|
|
|
4,504,478
|
|
|||
Repayments of debt
|
—
|
|
|
(177,000
|
)
|
|
(100,000
|
)
|
|||
Debt issuance and deferred financing costs
|
(169,924
|
)
|
|
(103,787
|
)
|
|
(311,050
|
)
|
|||
Investment in restricted cash
|
(2,690,364
|
)
|
|
(2,303,763
|
)
|
|
(4,173,959
|
)
|
|||
Proceeds from sale of partnership common and general partner units
|
—
|
|
|
—
|
|
|
375,897
|
|
|||
Contributions to Creole Trail Pipeline Business from Cheniere, net
|
—
|
|
|
—
|
|
|
20,896
|
|
|||
Distributions to owners
|
(99,018
|
)
|
|
(98,979
|
)
|
|
(91,386
|
)
|
|||
Net cash provided by (used in) financing activities
|
(99,306
|
)
|
|
(99,029
|
)
|
|
224,876
|
|
|||
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
(102,609
|
)
|
|
(102,202
|
)
|
|
(68,260
|
)
|
|||
Cash and cash equivalents—beginning of period
|
248,830
|
|
|
351,032
|
|
|
419,292
|
|
|||
Cash and cash equivalents—end of period
|
$
|
146,221
|
|
|
$
|
248,830
|
|
|
$
|
351,032
|
|
•
|
inability to recover cost increases due to rate caps and rate case moratoriums;
|
•
|
inability to recover capitalized costs, including an adequate return on those costs through the rate-making process and the FERC proceedings;
|
•
|
excess capacity;
|
•
|
increased competition and discounting in the markets we serve; and
|
•
|
impacts of ongoing regulatory initiatives in the natural gas industry.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Natural gas
|
|
$
|
5,724
|
|
|
$
|
—
|
|
LNG
|
|
3,690
|
|
|
4,293
|
|
||
Materials and other
|
|
7,253
|
|
|
3,493
|
|
||
Total inventory
|
|
$
|
16,667
|
|
|
$
|
7,786
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
2,478,036
|
|
|
$
|
2,240,233
|
|
LNG terminal construction-in-process
|
|
9,859,836
|
|
|
7,082,732
|
|
||
LNG site and related costs, net
|
|
135
|
|
|
141
|
|
||
Accumulated depreciation
|
|
(411,907
|
)
|
|
(348,907
|
)
|
||
Total LNG terminal costs, net
|
|
11,926,100
|
|
|
8,974,199
|
|
||
Fixed assets
|
|
|
|
|
|
|
||
Computer and office equipment
|
|
1,126
|
|
|
1,105
|
|
||
Furniture and fixtures
|
|
1,375
|
|
|
1,375
|
|
||
Computer software
|
|
4,238
|
|
|
2,411
|
|
||
Vehicles
|
|
2,081
|
|
|
1,507
|
|
||
Machinery and equipment
|
|
1,906
|
|
|
1,508
|
|
||
Other
|
|
93
|
|
|
94
|
|
||
Accumulated depreciation
|
|
(5,317
|
)
|
|
(3,843
|
)
|
||
Total fixed assets, net
|
|
5,502
|
|
|
4,157
|
|
||
Property, plant and equipment, net
|
|
$
|
11,931,602
|
|
|
$
|
8,978,356
|
|
Components
|
|
Useful life (yrs)
|
LNG storage tanks
|
|
50
|
Natural gas pipeline facilities
|
|
40
|
Marine berth, electrical, facility and roads
|
|
35
|
Regasification processing equipment (recondensers, vaporization and vents)
|
|
30
|
Sendout pumps
|
|
20
|
Other
|
|
15-30
|
•
|
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
|
||||||||||||||||||||||||||||||
|
December 31, 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
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
Liquefaction Supply Derivatives asset (liability)
|
—
|
|
|
(25
|
)
|
|
32,492
|
|
|
32,467
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
342
|
|
||||||||
Interest Rate Derivatives liability
|
—
|
|
|
(8,740
|
)
|
|
—
|
|
|
(8,740
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
—
|
|
|
(12,036
|
)
|
|
|
Net Fair Value Asset
(in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Liquefaction Supply Derivatives
|
|
$32,492
|
|
Income Approach
|
|
Basis Spread
|
|
$ (0.350) - $0.050
|
|
|
December 31, 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
|
|
$
|
39
|
|
|
$
|
2,737
|
|
|
$
|
2,776
|
|
|
$
|
1,216
|
|
|
$
|
76
|
|
|
$
|
1,292
|
|
Non-current derivative assets
|
|
—
|
|
|
30,304
|
|
|
30,304
|
|
|
—
|
|
|
586
|
|
|
586
|
|
||||||
Total derivative assets
|
|
39
|
|
|
33,041
|
|
|
33,080
|
|
|
1,216
|
|
|
662
|
|
|
1,878
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
—
|
|
|
(490
|
)
|
|
(490
|
)
|
|
—
|
|
|
(53
|
)
|
|
(53
|
)
|
||||||
Other non-current liabilities
|
|
—
|
|
|
(84
|
)
|
|
(84
|
)
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
||||||
Total derivative liabilities
|
|
—
|
|
|
(574
|
)
|
|
(574
|
)
|
|
—
|
|
|
(320
|
)
|
|
(320
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset, net
|
|
$
|
39
|
|
|
$
|
32,467
|
|
|
$
|
32,506
|
|
|
$
|
1,216
|
|
|
$
|
342
|
|
|
$
|
1,558
|
|
|
(1)
|
Does not include a collateral
deposit
of
$0.4 million
and a collateral call of
$1.1 million
for such contracts, which are included in
other current assets
in our Consolidated Balance Sheets as of
December 31, 2015
and
2014
, respectively.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Statement of Operations Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
Natural Gas Derivatives loss
|
Revenues
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
(463
|
)
|
Natural Gas Derivatives gain
|
Operating and maintenance expense
|
|
2,065
|
|
|
1,389
|
|
|
657
|
|
|||
Liquefaction Supply Derivatives gain (1)
|
Operating and maintenance expense
|
|
32,503
|
|
|
342
|
|
|
—
|
|
|
|
|
|
|
(1)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
|
|
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
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Interest Rate Derivatives
|
|
Derivative liabilities
|
|
$
|
(5,940
|
)
|
|
$
|
(23,194
|
)
|
Interest Rate Derivatives
|
|
Non-current derivative assets (Other non-current liabilities)
|
|
(2,800
|
)
|
|
11,158
|
|
|
|
Gain (Loss) in OCI
|
|
Gain (Loss) Reclassified from AOCI into Interest Expense (Effective Portion)
|
|
Losses Reclassified into Earnings as a Result of Discontinuance of Cash Flow Hedge Accounting
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
||||||
Interest Rate Derivatives - Designated
|
|
$
|
21,297
|
|
|
$
|
—
|
|
|
$
|
5,807
|
|
Interest Rate Derivatives - Settlements
|
|
(30
|
)
|
|
—
|
|
|
166
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest Rate Derivatives gain (loss)
|
|
$
|
(41,722
|
)
|
|
$
|
(119,401
|
)
|
|
$
|
88,596
|
|
|
|
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 December 31, 2015
|
|
|
|
|
|
|
||||||
Natural Gas Derivatives
|
|
$
|
188
|
|
|
$
|
(149
|
)
|
|
$
|
39
|
|
Liquefaction Supply Derivatives
|
|
33,636
|
|
|
(595
|
)
|
|
33,041
|
|
|||
Liquefaction Supply Derivatives
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||
Interest Rate Derivatives
|
|
(8,740
|
)
|
|
—
|
|
|
(8,740
|
)
|
|||
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
|
)
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
32,049
|
|
|
$
|
6,414
|
|
Advances made to municipalities for water system enhancements
|
|
89,953
|
|
|
36,441
|
|
||
Tax-related payments and receivables
|
|
27,615
|
|
|
24,093
|
|
||
Conveyed assets to non-affiliates
|
|
—
|
|
|
14,751
|
|
||
Other
|
|
50,396
|
|
|
42,822
|
|
||
Total other non-current assets
|
|
$
|
200,013
|
|
|
$
|
124,521
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Interest expense and related debt fees
|
|
$
|
150,336
|
|
|
$
|
112,858
|
|
Liquefaction Project costs
|
|
66,223
|
|
|
22,014
|
|
||
LNG terminal costs
|
|
3,918
|
|
|
1,077
|
|
||
Other accrued liabilities
|
|
3,815
|
|
|
629
|
|
||
Total accrued liabilities
|
|
$
|
224,292
|
|
|
$
|
136,578
|
|
|
|
Interest
|
|
December 31,
|
|
December 31,
|
||||
|
|
Rate
|
|
2015
|
|
2014
|
||||
Long-term debt
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
7.500%
|
|
$
|
—
|
|
|
$
|
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)
|
|
845,000
|
|
|
—
|
|
||
CTPL Term Loan (3)
|
|
(4)
|
|
400,000
|
|
|
400,000
|
|
||
Total long-term debt
|
|
|
|
10,165,000
|
|
|
8,985,500
|
|
||
Long-term debt premium (discount)
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
|
|
—
|
|
|
(8,998
|
)
|
||
2021 SPL Senior Notes
|
|
|
|
8,718
|
|
|
10,177
|
|
||
2023 SPL Senior Notes
|
|
|
|
6,392
|
|
|
7,089
|
|
||
CTPL Term Loan
|
|
|
|
(1,429
|
)
|
|
(2,435
|
)
|
||
Total long-term debt, net
|
|
|
|
10,178,681
|
|
|
8,991,333
|
|
||
|
|
|
|
|
|
|
||||
Current debt
|
|
|
|
|
|
|
||||
2016 SPLNG Senior Notes
|
|
|
|
1,665,500
|
|
|
—
|
|
||
2016 SPLNG Senior Notes - discount
|
|
|
|
(4,303
|
)
|
|
—
|
|
||
SPL Working Capital Facility (5)
|
|
(6)
|
|
15,000
|
|
|
—
|
|
||
Total current debt, net
|
|
|
|
1,676,197
|
|
|
—
|
|
||
|
|
|
|
|
|
|
||||
Total debt, net
|
|
|
|
$
|
11,854,878
|
|
|
$
|
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
December 31, 2014
,
no
loans were outstanding under the
$325.0 million
senior letter of credit and reimbursement agreement that was entered into in April 2014
(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
.
|
Years Ending December 31,
|
|
Principal Payments
|
||
2016
|
|
$
|
1,680,500
|
|
2017
|
|
400,000
|
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
1,265,000
|
|
|
Thereafter
|
|
8,500,000
|
|
|
Total
|
|
$
|
11,845,500
|
|
•
|
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.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
2016 SPLNG Senior Notes, net of discount (1)
|
|
$
|
1,661,197
|
|
|
$
|
1,652,891
|
|
|
$
|
1,656,502
|
|
|
$
|
1,718,621
|
|
2020 SPLNG Senior Notes (1)
|
|
420,000
|
|
|
403,200
|
|
|
420,000
|
|
|
428,400
|
|
||||
2021 SPL Senior Notes, net of premium (1)
|
|
2,008,718
|
|
|
1,832,955
|
|
|
2,010,177
|
|
|
1,985,050
|
|
||||
2022 SPL Senior Notes (1)
|
|
1,000,000
|
|
|
912,500
|
|
|
1,000,000
|
|
|
1,020,000
|
|
||||
2023 SPL Senior Notes, net of premium (1)
|
|
1,506,392
|
|
|
1,299,263
|
|
|
1,507,089
|
|
|
1,476,947
|
|
||||
2024 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,715,000
|
|
|
2,000,000
|
|
|
1,970,000
|
|
||||
2025 SPL Senior Notes (1)
|
|
2,000,000
|
|
|
1,710,000
|
|
|
—
|
|
|
—
|
|
||||
2015 SPL Credit Facilities (2)
|
|
845,000
|
|
|
845,000
|
|
|
—
|
|
|
—
|
|
||||
CTPL Term Loan, net of discount (2)
|
|
398,571
|
|
|
400,000
|
|
|
397,565
|
|
|
400,000
|
|
||||
SPL Working Capital Facility (2)
|
|
15,000
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
(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, 2015
and
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.
|
Years Ending December 31,
|
Operating Leases
|
||
2016
|
$
|
2,620
|
|
2017
|
2,220
|
|
|
2018
|
2,219
|
|
|
2019
|
2,197
|
|
|
2020
|
2,056
|
|
|
Thereafter (1)
|
29,664
|
|
|
Total
|
$
|
40,976
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Payments Due (1)
|
||
2016
|
$
|
341,039
|
|
2017
|
284,263
|
|
|
2018
|
231,550
|
|
|
2019
|
182,470
|
|
|
2020
|
189,640
|
|
|
Thereafter
|
259,273
|
|
|
Total
|
$
|
1,488,235
|
|
|
(1)
|
Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread
.
Amounts included are based on prices and basis spreads as of
December 31, 2015
.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the year for interest, net of amounts capitalized and deferred
|
$
|
135,836
|
|
|
$
|
130,578
|
|
|
$
|
120,908
|
|
Balance in property, plant and equipment, net funded with accounts payable and accrued liabilities (including affiliate)
|
230,699
|
|
|
124,741
|
|
|
166,252
|
|
|||
Non-cash conveyance of assets
|
13,169
|
|
|
—
|
|
|
—
|
|
|||
Class B units issued in connection with Creole Trail Pipeline Business acquisition
|
—
|
|
|
—
|
|
|
180,000
|
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
||||||
2016
|
$
|
(29,565
|
)
|
|
$
|
99,685
|
|
|
$
|
(70,119
|
)
|
2017
|
(594,426
|
)
|
|
2,004,209
|
|
|
(1,409,783
|
)
|
|
|
|
|
Limited Partner Units
|
|
|
|
|
||||||||||||||||
|
|
Total
|
|
Common Units
|
|
Class B Units
|
|
Subordinated Units
|
|
General Partner
|
|
Creole Trail Pipeline Business
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
(318,891
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
99,018
|
|
|
97,038
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
|
|||||||
Assumed allocation of undistributed net loss
|
|
$
|
(417,909
|
)
|
|
(121,468
|
)
|
|
—
|
|
|
(288,083
|
)
|
|
(8,358
|
)
|
|
—
|
|
|||||
Assumed allocation of net loss
|
|
|
|
$
|
(24,430
|
)
|
|
$
|
—
|
|
|
$
|
(288,083
|
)
|
|
$
|
(6,378
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
57,081
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|
|
|||||||||
Net loss per unit
|
|
|
|
$
|
(0.43
|
)
|
|
$
|
—
|
|
|
$
|
(2.13
|
)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
(410,036
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
99,015
|
|
|
97,036
|
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|
|
|||||||
Assumed allocation of undistributed net loss
|
|
$
|
(509,051
|
)
|
|
(147,952
|
)
|
|
—
|
|
|
(350,918
|
)
|
|
(10,181
|
)
|
|
—
|
|
|||||
Assumed allocation of net loss
|
|
|
|
$
|
(50,916
|
)
|
|
$
|
—
|
|
|
$
|
(350,918
|
)
|
|
$
|
(8,202
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
57,079
|
|
|
145,333
|
|
|
135,384
|
|
|
|
|
|
|||||||||
Net loss per unit
|
|
|
|
$
|
(0.89
|
)
|
|
$
|
—
|
|
|
$
|
(2.59
|
)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
(258,117
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Declared distributions
|
|
99,015
|
|
|
97,035
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
|
|||||||
Assumed allocation of undistributed net loss
|
|
$
|
(357,132
|
)
|
|
(98,522
|
)
|
|
—
|
|
|
(233,680
|
)
|
|
(6,780
|
)
|
|
(18,150
|
)
|
|||||
Assumed allocation of net loss
|
|
|
|
$
|
(1,487
|
)
|
|
$
|
—
|
|
|
$
|
(233,680
|
)
|
|
$
|
(4,800
|
)
|
|
$
|
(18,150
|
)
|
||
Assumed allocation of net loss adjusted for the Creole Trail Pipeline Business
|
|
|
|
$
|
(6,762
|
)
|
|
$
|
—
|
|
|
$
|
(246,192
|
)
|
|
$
|
(5,163
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average units outstanding
|
|
|
|
54,235
|
|
|
140,500
|
|
|
135,384
|
|
|
|
|
|
|||||||||
Net loss per unit
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
|
$
|
(1.73
|
)
|
|
|
|
|
||||||
Net loss per unit, adjusted to include pre-acquisition date net losses of the Creole Trail Pipeline Business
|
|
|
|
$
|
(0.12
|
)
|
|
$
|
—
|
|
|
$
|
(1.82
|
)
|
|
|
|
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
|
|
The standard amends existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance may be early adopted beginning January 1, 2017, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.
|
|
January 1, 2018
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
ASU 2014-15,
Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
The standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.
|
|
December 31, 2016
|
|
The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
|
|
This amendment primarily affects asset managers and reporting entities involved with limited partnerships or similar entities, but the analysis is relevant in the evaluation of any reporting organization’s requirement to consolidate a legal entity. This guidance changes (1) the identification of variable interests, (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. This guidance may be early adopted, and may be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption.
|
|
January 1, 2016
|
|
The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
This standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
January 1, 2016
|
|
Upon adoption of this standard, the balance of debt, net will be reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Consolidated Balance Sheets. Additionally, disclosures will be required for a change in accounting principle.
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Consolidated Financial Statements or Other Significant Matters
|
ASU 2015-06,
Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions
|
|
This standard requires a master limited partnership to allocate net income (losses) of a transferred business entirely to the general partner when computing earnings per unit for periods before the dropdown transaction occurred. This guidance also requires a master limited partnership to disclose the effects of the dropdown transaction on net income (losses) per unit for the periods before and after the dropdown transaction occurred. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
January 1, 2016
|
|
The adoption of this guidance is not expected to have an impact on our Consolidated Financial Statements or related disclosures.
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
We are currently evaluating the impact of the provisions of this guidance on our Consolidated Financial Statements and related disclosures.
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
67,530
|
|
|
$
|
67,689
|
|
|
$
|
67,537
|
|
|
$
|
67,272
|
|
Income (loss) from operations
|
|
(9,822
|
)
|
|
(4,318
|
)
|
|
35,921
|
|
|
(18,739
|
)
|
||||
Net loss
|
|
(178,676
|
)
|
|
(60,043
|
)
|
|
(24,132
|
)
|
|
(56,040
|
)
|
||||
Basic and diluted net income (loss) per common unit (1)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
|
$
|
0.01
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
67,221
|
|
|
$
|
67,328
|
|
|
$
|
67,590
|
|
|
$
|
66,559
|
|
Income (loss) from operations
|
|
4,893
|
|
|
(7,791
|
)
|
|
(1,862
|
)
|
|
5,275
|
|
||||
Net loss
|
|
(69,733
|
)
|
|
(226,224
|
)
|
|
(43,240
|
)
|
|
(70,839
|
)
|
||||
Basic and diluted net income (loss) per common unit (1)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
0.08
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
(1)
|
The sum of the quarterly net income (loss) per common unit may not equal the full year amount as the computations of the weighted average common units outstanding for basic and diluted common units outstanding for each quarter and the full year are performed independently.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS OF OUR GENERAL PARTNER AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position with Our General Partner
|
Neal A. Shear
|
|
61
|
|
Chairman of the Board and Interim Chief Executive Officer
|
R. Keith Teague
|
|
51
|
|
Director, President and Chief Operating Officer
|
Michael J. Wortley
|
|
39
|
|
Director, Senior Vice President and Chief Financial Officer
|
James R. Ball
|
|
65
|
|
Director
|
John-Paul Munfa
|
|
33
|
|
Director
|
Meg A. Gentle
|
|
41
|
|
Director
|
Sean T. Klimczak
|
|
39
|
|
Director
|
Lon McCain
|
|
67
|
|
Director
|
Philip Meier
|
|
56
|
|
Director
|
Vincent Pagano, Jr.
|
|
65
|
|
Director
|
Oliver G. Richard, III
|
|
63
|
|
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
|
||||||||||||||
Neal A. Shear (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
R. Keith Teague (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Michael J. Wortley (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
James R. Ball (3)
|
|
85,000
|
|
|
87,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,360
|
|
|||||||
David I. Foley (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Meg A. Gentle (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Sean T. Klimczak (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Lon McCain (5)
|
|
100,000
|
|
|
99,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199,570
|
|
|||||||
Philip Meier (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
John-Paul Munfa (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Vincent Pagano, Jr. (7)
|
|
95,000
|
|
|
65,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,610
|
|
|||||||
Oliver G. Richard, III (8)
|
|
85,000
|
|
|
87,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,360
|
|
|||||||
Charif Souki (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Reflects aggregate grant date fair value. The phantom units are to be settled, at the director’s election, in common units, cash, or an equal amount of both. 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)
|
Mr. Teague served as an executive officer of our general partner and as an executive officer of Cheniere during fiscal year 2015. Ms. Gentle served as an executive officer of Cheniere during fiscal year 2015. Mr. Wortley served as an executive officer of our general partner and as an executive officer of Cheniere during fiscal year 2015. Mr. Shear served as an executive officer of our general partner since December 13, 2015 and as an executive officer of Cheniere since December 12, 2015. Mr. Souki served as an executive officer of our general partner from January 1 until December 13, 2015 and as an executive officer of Cheniere from January 1 until December 12, 2015. 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 granted 3,000 phantom units in 2015 with a grant date fair value of $87,360. In addition, Mr. Ball received $87,360 in cash and 1,500 common units on account of 4,500 phantom units granted in earlier years that vested in 2015. As of December 31, 2015, he held 9,750 phantom units and 2,250 common units for a total of 12,000 units.
|
(4)
|
Messrs. Foley and Klimczak serve as Senior Managing Directors, and Mr. Munfa is a Managing Director, in the Private Equity Group of Blackstone Group. They do not receive additional compensation for service as directors.
|
(5)
|
Mr. McCain was granted 3,000 phantom units in 2015 with a grant date fair value of $99,570. In addition, Mr. McCain received $74,678 in cash and 750 common units on account of 3,000 phantom units granted in earlier years that vested in 2015. As of December 31, 2015, he held 7,500 phantom units and 750 common units for a total of 8,250 units.
|
(6)
|
Mr. Meier is compensated by
Blackstone CQP Holdco
pursuant to the Meier Consulting Letter Agreement and received no additional compensation for service as a director. For a further description of the Meier Consulting Letter Agreement, see “Related-Party Transactions-Arrangements involving Mr. Meier and Meier Consulting LLC” below.
|
(7)
|
Mr. Pagano was granted 3,000 phantom units in 2015 with a grant date fair value of $65,610. In addition, Mr. Pagano received $82,013 in cash and 750 common units on account of 4,500 phantom units granted in earlier years that vested in 2015. As of December 31, 2015, he held 9,750 phantom units and 1,125 common units for a total of 10,875 units.
|
(8)
|
Mr. Richard was granted 3,000 phantom units in 2015 with a grant date fair value of $87,360. In addition, Mr. Richard received $109,200 in cash and 750 common units on account of 4,500 phantom units granted in earlier years that vested in 2015. As of December 31, 2015, he held 9,750 phantom units and 750 common units for a total of 10,500 units.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED UNITHOLDER MATTERS
|
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
Securities
Beneficially
Owned
|
|||||||
Cheniere Energy, Inc. (1)
|
|
11,963,488
|
|
|
21
|
%
|
|
45,333,334
|
|
|
31
|
%
|
|
135,383,831
|
|
|
100
|
%
|
|
58
|
%
|
Cheniere Energy Partners LP Holdings, LLC
|
|
11,963,488
|
|
|
21
|
%
|
|
45,333,334
|
|
|
31
|
%
|
|
135,383,831
|
|
|
100
|
%
|
|
56
|
%
|
Blackstone Group (2)
|
|
3,758,003
|
|
|
7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
1
|
%
|
Blackstone CQP Holdco
|
|
—
|
|
|
—
|
%
|
|
100,000,000
|
|
|
69
|
%
|
|
—
|
|
|
—
|
|
|
29
|
%
|
UBS Group AG (3)
|
|
2,855,220
|
|
|
5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
%
|
|
(1)
|
Cheniere Energy, Inc. is the parent company of Cheniere Energy Partners LP Holdings, LLC and may, therefore, be deemed to beneficially own the units held by Cheniere Energy Partners LP Holdings, LLC. Cheniere Energy, Inc. owns approximately 80% of the outstanding common shares of Cheniere Energy Partners LP Holdings, LLC, as well as the sole share of that entity authorized to elect its directors. Cheniere Energy, Inc. also owns 6,893,811 of our general partner units.
|
(2)
|
Information is based solely on a Schedule 13D/A filed with the SEC on January 15, 2016 by the Blackstone Group, L.P., Blackstone CQP Common Holdco L.P., Blackstone CQP Common Holdco GP LLC, Blackstone Energy Management Associates L.L.C., Blackstone EMA L.L.C., Blackstone Management Associates VI L.L.C., BMA VI L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., GSO Credit Alpha Fund AIV-2 LP, GSO Coastline Credit Partners LP, GSO Credit-A Partners LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Special Situations Fund LP, GSO Special Situations Master Fund LP, GSO Special Situations Overseas Master Fund Ltd., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., GSO Capital Partners LP, GSO Advisor Holdings LLC, GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC, GSO Holdings I L.L.C., Blackstone Group Management L.L.C., Stephen A. Schwarzman, Bennett J. Goodman and J. Albert Smith III. Blackstone CQP Common Holdco L.P. is the record holder of 1,101,169 common units. GSO Coastline Credit Partners LP, GSO Credit-A Partners LP and GSO Palmetto Opportunistic Investment Partners LP are the record holders of 53,057, 963,855 and 963,855 common units, respectively. GSO Credit Alpha Fund AIV-2 LP is the record owner of 383,747 common units. GSO Special Situations Fund LP, GSO Special Situations Master Fund LP and GSO Special Situations Overseas Master Fund Ltd. are the record holders of 95,696, 96,943 and 99,681 common units, respectively. The address of the various persons identified in this footnote is 345 Park Avenue, New York, New York 10154.
|
(3)
|
Information is based on a Schedule 13G filed with the SEC on February 9, 2016 by UBS Group AG directly and on behalf of certain subsidiaries, UBS AG London Branch, UBS Financial Services Inc., and UBS Securities LLC. UBS Group AG has shared power to vote and dispose of the shares beneficially owned. The address of UBS Group AG is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.
|
|
|
Cheniere Energy Partners, L.P.
|
|
Cheniere Energy Partners LP Holdings, LLC
|
|
Cheniere Energy, Inc.
|
||||||||||||
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
||||||
Neal A. Shear (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,697
|
|
|
*
|
|
Charif Souki (1)
|
|
400,100
|
|
(2)
|
1
|
%
|
|
—
|
|
|
—
|
|
|
2,983,026
|
|
|
1
|
%
|
R. Keith Teague
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613,158
|
|
|
*
|
|
Meg A. Gentle
|
|
8,035
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
1,351,907
|
|
|
1
|
%
|
James R. Ball
|
|
2,250
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
David I. Foley (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John-Paul Munfa (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sean T. Klimczak (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Lon McCain
|
|
750
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vincent Pagano, Jr.
|
|
1,125
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael J. Wortley
|
|
5,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
422,005
|
|
(4)
|
*
|
|
Philip Meier (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oliver G. Richard, III
|
|
750
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All directors and executive officers as a group (13 persons)
|
|
418,010
|
|
|
1
|
%
|
|
—
|
|
|
—
|
|
|
5,378,793
|
|
|
2
|
%
|
|
(1)
|
As of December 13, 2015, Mr. Shear was appointed as Chairman of the Board and interim Chief Executive Officer of our general partner, replacing Mr. Souki.
|
(2)
|
Includes 400,100 units held by Mr. Souki’s wife.
|
(3)
|
Messrs. Foley, Munfa, Klimczak and Meier were appointed as directors of our general partner pursuant to the rights of
Blackstone CQP Holdco
under the Third Amended and Restated Limited Liability Company Agreement of our general partner to appoint certain directors to the board of directors of our general partner.
|
(4)
|
Includes 1,500 shares issuable upon exercise of currently exercisable stock options held by Mr. Wortley.
|
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) (2)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
19,125
|
|
|
N/A
|
|
1,231,250
|
|
Total
|
|
19,125
|
|
|
N/A
|
|
1,231,250
|
|
|
(1)
|
The phantom units that have been granted are payable, at the director’s election, in common units, in cash at the time of vesting in an amount equal to the fair market value of a common unit on such date or an equal amount of both.
|
(2)
|
The number of securities remaining available for issuance does not include securities reserved for issuance upon the vesting of unvested phantom units issued to directors for which such directors have made an irrevocable election to receive common units in lieu of cash.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
whether the related party transaction is on terms no less favorable than the terms generally available to an unaffiliated third-party under the same or similar circumstances;
|
•
|
whether the transaction is material to the Company or the related party; and
|
•
|
the extent of the related person’s interest in the transaction.
|
•
|
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, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year);
|
•
|
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 within the three years preceding the determination of independence, 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 at any time during the past three years was, 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
|
•
|
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.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||
Audit Fees
|
|
$
|
2,505
|
|
|
$
|
2,265
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Exhibits
|
(1)
|
Financial Statements—Cheniere Energy Partners, L.P.:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
|
•
|
may apply standards of materiality that differ from those of a reasonable investor; and
|
•
|
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Contribution and Conveyance Agreement (Incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 26, 2007)
|
2.2
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
Exhibit No.
|
|
Description
|
3.1
|
|
Certificate of Limited Partnership of Cheniere Energy Partners, L.P. (Incorporated by reference to Exhibit 3.1 to the Partnership’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 the Partnership’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 the Partnership’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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
4.1
|
|
Form of common unit certificate (Included as Exhibit A to Exhibit 3.2 above)
|
4.2
|
|
Indenture, dated as of November 9, 2006, by and among Sabine Pass LNG, L.P., as issuer, the guarantors as defined therein and The Bank of New York, as trustee (Incorporated by reference to Exhibit 4.1 to Cheniere’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 SPLNG’s Current Report on Form 8-K (SEC File No. 333-138916), 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 the Partnership’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)
|
4.8
|
|
First Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.9
|
|
Second Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.10
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.9 above)
|
4.11
|
|
Third Supplemental Indenture, dated as of November 25, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on November 25, 2013)
|
4.12
|
|
Form of 6.25% Senior Secured Note due 2022 (Included as Exhibit A-1 to Exhibit 4.11 above)
|
4.13
|
|
Fourth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.14
|
|
Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.13 above)
|
4.15
|
|
Fifth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.16
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.15 above)
|
4.17
|
|
Sixth Supplemental Indenture, dated as of March 3, 2015, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 3, 2015)
|
4.18
|
|
Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.17 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’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
Exhibit No.
|
|
Description
|
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’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’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 6, 2010)
|
10.4
|
|
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’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.5
|
|
Parent Guarantee, dated as of November 5, 2004, by Total S.A. in favor of Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.3 to Cheniere’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 15, 2004)
|
10.6
|
|
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 the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
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’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 SPLNG’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’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’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 SPLNG’s Registration Statement on Form S-4 (SEC File No. 333-138916), filed on November 22, 2006)
|
10.12
|
|
Second Amended and Restated LNG 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 SPLNG’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
10.13
|
|
Letter Agreement, dated May 28, 2013, by and between Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.1 to SPLNG’s Quarterly Report on Form 10-Q (SEC File No. 333-138916), filed on August 2, 2013)
|
10.14
|
|
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 10.2 to SPLNG’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
10.15
|
|
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’s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
10.16
|
|
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’s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
10.17
|
|
Third Amended and Restated Multiple Indebtedness Mortgage, Assignment of Rents and Leases and Security Agreement, dated November 9, 2006, by Sabine Pass LNG, L.P. to and for the benefit of The Bank of New York, as collateral trustee (Incorporated by reference to Exhibit 10.3 to Cheniere’s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
10.18
|
|
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’s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
Exhibit No.
|
|
Description
|
10.19
|
|
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’s Current Report on Form 8-K (SEC File No. 001-16383), filed on November 16, 2006)
|
10.20
|
|
Second Amended and Restated Credit Agreement (Term Loan A), dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Société Générale, as the Commercial Banks Facility Agent and the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.21
|
|
Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, 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 (Incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.22
|
|
Amended and Restated KSURE Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Korea Development Bank, New York Branch, as the KSURE Covered Facility Agent, Société Générale, as the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.5 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.23
|
|
KEXIM Direct Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, and The Export-Import Bank of Korea, a governmental financial institution of the Republic of Korea (“KEXIM”), as the KEXIM Direct Facility Lender, Joint Lead Arranger and Joint Lead Bookrunner (Incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.24
|
|
KEXIM Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, KEXIM and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.25
|
|
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 (Incorporated by reference to Exhibit 10.6 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.26
|
|
Credit Agreement, dated as of May 28, 2013, among Cheniere Creole Trail Pipeline, L.P., as borrower, the lenders party thereto from time to time, Morgan Stanley Senior Funding, Inc., as administrative agent, The Bank of New York Mellon, as collateral agent, and The Bank of New York Mellon, as depositary bank (Incorporated by reference to Exhibit 10.6 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 29, 2013)
|
10.27
|
|
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 and Common Security Trustee, and the senior lenders party thereto from time to time (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)
|
10.28†
|
|
Form of Director Units Option Agreement for employees and consultants (four-year) (Incorporated by reference to Exhibit 10.41 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.29†
|
|
Form of Phantom Units Agreement for employees, consultants and directors (four-year) (Incorporated by reference to Exhibit 10.44 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.30†
|
|
Form of Phantom Units Agreement for employees, consultants and directors (three-year) (Incorporated by reference to Exhibit 10.45 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.31†
|
|
Form of Restricted Units Agreement for employees, consultants and directors (four-year) (Incorporated by reference to Exhibit 10.40 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
Exhibit No.
|
|
Description
|
10.32†
|
|
Form of Restricted Units Agreement for employees, consultants and directors (three-year) (Incorporated by reference to Exhibit 10.39 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.33†
|
|
Form of Units Option Agreement for employees and consultants (four-year) (Incorporated by reference to Exhibit 10.43 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.34†
|
|
Form of Units Option Agreement for employees and consultants (three-year) (Incorporated by reference to Exhibit 10.42 to the Partnership’s Registration Statement on Form S-1 (SEC File No. 333-139572), filed on March 2, 2007)
|
10.35†
|
|
Cheniere Energy Partners, L.P. 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 26, 2007)
|
10.36†
|
|
Form of Phantom Units Agreement (Incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on June 4, 2007)
|
10.37†
|
|
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 the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.38†
|
|
Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.39†
|
|
Form of Amendment to Phantom Units Agreement (Incorporated by reference to Exhibit 10.7 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.40†
|
|
Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Units Settlement) (Incorporated by reference to Exhibit 10.41 to the Partnership’s Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 19, 2015)
|
10.41†
|
|
Form of Phantom Units Agreement under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (Reload Units Settlement) (Incorporated by reference to Exhibit 10.42 to the Partnership’s Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 19, 2015)
|
10.42*†
|
|
Form of Indemnification Agreement for officers and/or directors of Cheniere Energy Partners GP, LLC
|
10.43
|
|
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’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on August 11, 2008)
|
10.44
|
|
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’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 7, 2011)
|
10.45
|
|
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 a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on November 14, 2011)
|
10.46
|
|
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 June 20, 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 the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 3, 2012)
|
Exhibit No.
|
|
Description
|
10.47
|
|
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-00010 Fuel Provisional Sum, dated August 8, 2012, (iv) the Change Order CO-00011 Currency Provisional Sum, dated August 8, 2012, (v) the Change Order CO-00012 Delay in NTP, dated August 8, 2012, and (vi) the Change Order CO-00013 Early EPC Work Credit, dated August 29, 2012 (Incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.48
|
|
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-00014 Bundle of Changes, dated September 5, 2012, (ii) the Change Order CO-00015 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-00017 Condensate Header, dated December 3, 2012 and (v) the Change Order CO-00018 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.) (Incorporated by reference to Exhibit 10.26 to the Partnership’s Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.49
|
|
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-00019 Delete Tank 6 Scope of Work, dated February 27, 2013 and (ii) the Change Order CO-00020 Modification to Builder’s Risk Insurance Sum Insured Value, dated March 14, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
10.50
|
|
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-00021 Increase to Insurance Provisional Sum, dated April 17, 2013, (ii) the Change Order CO-00022 Removal of LNG Static Mixer Scope, dated May 8, 2013, (iii) the Change Order CO-00023 Revised LNG Rundown Line, dated May 30, 2013, (iv) the Change Order CO-00024 Reroute Condensate Header, Substation HVAC Stacks, Inlet Metering Station Pile Driving, dated June 11, 2013 and (v) the Change Order CO-00025 Feed Gas Connection Modifications, dated June 11, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.45 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.51
|
|
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-00026 Bundle of Changes, dated June 28, 2013, (ii) the Change Order CO-00027 16” Water Pumps, dated July 12, 2013, (iii) the Change Order CO-00028 HRU Operability, dated July 26, 2013, (iv) the Change Order CO-00029 Belleville Washers, dated August 14, 2013 and (v) the Change Order CO-00030 Soils Preparation Provisional Sum Transfer, dated August 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 8, 2013)
|
10.52
|
|
Change order 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.: the Change Order CO-00031 LNG Intank Pump Replacement Scope Reduction/OSBL Additional Piling for the Cathodic Protection Rectifier Platform and Drum Storage Shelter dated October 15, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.35 to Amendment No. 2 to SPL’s Registration Statement on Form S-4/A (SEC File No. 333-192373), filed on January 28, 2014)
|
10.53
|
|
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-00032 Intra-Plant Feed Gas Header and Jefferson Davis Electrical Distribution, dated January 9, 2014, (ii) the Change Order CO-00033 Revised EPC Agreement Attachments S & T, dated March 24, 2014 and (iii) the Change Order CO-00034 Greenfield/Brownfield Demarcation Adjustment, dated February 19, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
Exhibit No.
|
|
Description
|
10.54
|
|
Change order 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.: the Change Order CO-00035 Resolution of FERC Open Items, Additional FERC Support Hours and Greenfield/Brownfield Milestone Adjustment, dated May 9, 2014 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 31, 2014)
|
10.55
|
|
Change order 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.: the Change Order CO-00036 Future Tie-Ins and Jeff Davis Invoices, dated July 9, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.23 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.56
|
|
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-00037 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 and (ii) the Change Order CO-00038 Control Room Modifications and Miscellaneous Items, dated January 6, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.26 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2015)
|
10.57
|
|
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-00039 Increase to Existing Facility Labor Provisional Sum and Decrease to Sales and Use Tax Provisional Sum, dated February 12, 2015 and (ii) the Change Order CO-00040 Load Shedding and LNG Tank Tie-In Crane, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
10.58
|
|
Change order 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.: the Change Order CO-00041 Additional Building Utility Tie-in Packages and Fire and Gas Modifications, dated April 9, 2015 (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.59
|
|
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-00042 Platform Design Modifications, Compressor Oil Fills, Additional Building Modifications, dated October 16, 2015, and (ii) the Change Order CO-00043 Soil Provisional Sum Closure, dated December 2, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 18, 2016)
|
10.60
|
|
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 a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 27, 2012)
|
10.61
|
|
Change orders 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.: (i) the Change Order CO-0001 Electrical Station HVAC Stacks, dated June 4, 2013, (ii) the Change Order CO-0002 Revised LNG Rundown Lines, dated May 30, 2013, (iii) the Change Order CO-0003 Currency Provisional Sum Closure, dated May 29, 2013 and (iv) the Change Order CO-0004 Fuel Provisional Sum Closure, dated May 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.48 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
Exhibit No.
|
|
Description
|
10.62
|
|
Change orders 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.: (i) the Change Order CO-0005 Credit to EPC Contract Value for TSA Work, dated June 24, 2013, (ii) the Change Order CO-0006 HRU Operability with Lean Gas & Controls Upgrade and Ultrasonic Meter Configuration and Calibration, dated July 26, 2013, (iii) the Change Order CO-0007 Additional Belleville Washers, dated August 15, 2013, (iv) the Change Order CO-0008 GTG Switchgear Arrangement/Upgrade Fuel Gas Heater System, dated August 26, 2013, and (v) the Change Order CO-0009 Soils Preparation Provisional Sum Transfer and Closure, dated August 26, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.49 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.63
|
|
Change orders 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.: (i) the Change Order CO-00010 Insurance Provisional Sum Adjustment, dated January 23, 2014, (ii) the Change Order CO-00011 Additional Stage 2 GTGs, dated January 23, 2014, (iii) the Change Order CO-0012 Lien and Claim Waiver Modification, dated March 24, 2014 and (iv) the Change Order CO-00013 Revised Stage 2 EPC Agreement Attachments S&T, dated March 24, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
10.64
|
|
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-00014 Additional 13.8kv Circuit Breakers and Misc. Items, dated July 14, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.28 to SPL’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.65
|
|
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-00015 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2015)
|
10.66
|
|
Change orders 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.: (i) the Change Order CO-00016 Louisiana Sales and Use Tax Provisional Sum Adjustment, dated February 12, 2015 and (ii) the Change Order CO-00017 Load Shedding Study and Scope Change, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
10.67
|
|
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-00018 Permanent Restroom Trailers and Installation of Tie-In for GTG Fuel Gas Interconnect, dated May 21, 2015 (Incorporated by reference to Exhibit 10.3 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.68
|
|
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 SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.69
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K/A (SEC File No. 001-33366), filed on July 1, 2015)
|
Exhibit No.
|
|
Description
|
10.70
|
|
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-00001 Currency and Fuel Provisional Sum Adjustment, dated June 25, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.71
|
|
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 SPL’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.72
|
|
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-00003 Perimeter Fencing Scope Removal, East Meter Piping Scope Change, Additional Bathroom Facilities, dated November 18, 2015 (Incorporated by reference to Exhibit 10.45 to SPL’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 18, 2016)
|
10.73
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on November 21, 2011)
|
10.74
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (Buyer) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
10.75
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 12, 2011)
|
10.76
|
|
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) (Incorporated by reference to Exhibit 10.18 to the Partnership’s Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.77
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on December 17, 2012)
|
10.78
|
|
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) (Incorporated by reference to Exhibit 10.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.79
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on January 26, 2012)
|
10.80
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on January 30, 2012)
|
10.81
|
|
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) (Incorporated by reference to Exhibit 10.19 to the Partnership’s Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.82
|
|
LNG Sale and Purchase Agreement (FOB), dated March 22, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on March 25, 2013)
|
10.83
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.84
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between Sabine Pass Liquefaction, LLC (Seller) and Cheniere Marketing, LLC (Buyer) (Incorporated by reference to Exhibit 10.1 to SPL’s Current Report on Form 8-K (SEC File No. 333-192373), filed on August 11, 2014)
|
Exhibit No.
|
|
Description
|
10.85
|
|
Management Services Agreement, dated May 14, 2012, by and between Cheniere LNG Terminals, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.6 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.86
|
|
Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere LNG Terminals, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.8 to Amendment No. 1 to SPL’s Quarterly Report on Form 10-Q/A (SEC File No. 333-192373), filed on November 9, 2015)
|
10.87
|
|
Amended and Restated Management Services Agreement, dated as of August 9, 2012, by and between Cheniere LNG Terminals, LLC and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.6 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.88
|
|
Management Services Agreement, dated May 27, 2013, by and between Cheniere LNG Terminals, LLC and Cheniere Creole Trail Pipeline, L.P. (Incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 2, 2013)
|
10.89
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.90
|
|
Assignment and Assumption Agreement (Sabine Pass Liquefaction O&M Agreement), dated as of November 20, 2013, by and between Cheniere Energy Partners GP, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.76 to Cheniere Holdings’ Registration Statement on Form S-1 (SEC File No. 333-191298), filed on December 2, 2013)
|
10.91
|
|
Amendment to Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated September 28, 2015, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Investments, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.7 to Amendment No. 1 to SPL’s Quarterly Report on Form 10-Q/A (SEC File No. 333-192373), filed on November 9, 2015)
|
10.92
|
|
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 the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.93
|
|
Assignment and Assumption Agreement (Sabine Pass LNG O&M Agreement), dated as of November 20, 2013, by and between Cheniere Energy Partners GP, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.75 to Amendment No. 4 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on December 2, 2013)
|
10.94
|
|
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, LLC and Cheniere Energy, Inc. (Incorporated by reference to Exhibit 10.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.95
|
|
Amended and Restated Operation and Maintenance Services Agreement, dated May 27, 2013, by and between Cheniere Energy Partners GP, LLC and Cheniere Creole Trail Pipeline, L.P. (Incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 2, 2013)
|
10.96
|
|
Assignment and Assumption Agreement (Creole Trail O&M Agreement), dated as of November 20, 2013, between Cheniere Energy Partners GP, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.74 to Cheniere Holdings’ Registration Statement on Form S-1 (SEC File No. 333-191298), filed on December 2, 2013)
|
10.97
|
|
Waiver and Assignment of O&M Agreement; Amendment to Common Terms Agreement, dated November 20, 2013 (Incorporated by reference to Exhibit 10.77 to Cheniere Holdings’ Registration Statement on Form S-1 (SEC File No. 333-191298), filed on December 2, 2013)
|
10.98
|
|
Payment Deferral Agreement (O&M Agreement), dated March 27, 2014, between Cheniere Energy Investments, LLC and Cheniere LNG O&M Services, LLC (Incorporated by reference to Exhibit 10.5 to Cheniere’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on May 1, 2014)
|
10.99
|
|
Cooperative Endeavor Agreement & Payment in Lieu of Tax Agreement, dated October 23, 2007, by and between Cheniere Marketing, Inc. and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.7 to Cheniere’s Quarterly Report on Form 10-Q (SEC File No. 001-16383), filed on November 6, 2007)
|
10.100
|
|
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 the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
Exhibit No.
|
|
Description
|
10.101
|
|
Assignment and Assumption Agreement (Services and Secondment Agreement), dated as of November 20, 2013, by and between Cheniere Energy Partners GP, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.73 to Cheniere Holdings’ Registration Statement on Form S-1 (SEC File No. 333-191298), filed on December 2, 2013)
|
10.102
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.103
|
|
Class B Unit Purchase Agreement, dated as of May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, LLC (Incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.104
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
10.105
|
|
Subscription Agreement, dated May 14, 2012, by and between Cheniere Energy Partners, L.P. and Cheniere LNG Terminals, LLC (Incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.106
|
|
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 the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 9, 2012)
|
10.107
|
|
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, Blackstone CQP Holdco LP and the other investors party thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 001-33366), filed on August 6, 2012)
|
21.1*
|
|
Subsidiaries of Cheniere Energy Partners, L.P.
|
23.1*
|
|
Consent of KPMG LLP
|
23.2*
|
|
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 by 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.
|
†
|
Management contract or compensatory plan or arrangement
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
109,950
|
|
|
$
|
222,130
|
|
Accounts receivable—affiliates
|
|
—
|
|
|
9,568
|
|
||
Prepaid expenses and other
|
|
187
|
|
|
104
|
|
||
Total current assets
|
|
110,137
|
|
|
231,802
|
|
||
|
|
|
|
|
||||
Investment in affiliates
|
|
617,749
|
|
|
902,612
|
|
||
Other non-current assets
|
|
953
|
|
|
123
|
|
||
Total assets
|
|
$
|
728,839
|
|
|
$
|
1,134,537
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accrued liabilities—affiliates
|
|
$
|
14,750
|
|
|
$
|
3,033
|
|
Other current liabilities
|
|
1,158
|
|
|
775
|
|
||
Total current liabilities
|
|
15,908
|
|
|
3,808
|
|
||
|
|
|
|
|
||||
Partners’ equity
|
|
712,931
|
|
|
1,130,729
|
|
||
Total liabilities and partners’ equity
|
|
$
|
728,839
|
|
|
$
|
1,134,537
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating costs and expenses
|
|
$
|
5,737
|
|
|
$
|
3,383
|
|
|
$
|
3,041
|
|
Operating costs and expenses—affiliates
|
|
11,546
|
|
|
11,556
|
|
|
11,376
|
|
|||
Loss from operations
|
|
(17,283
|
)
|
|
(14,939
|
)
|
|
(14,417
|
)
|
|||
|
|
|
|
|
|
|
||||||
Interest income
|
|
173
|
|
|
162
|
|
|
242
|
|
|||
Equity loss of affiliates
|
|
(301,781
|
)
|
|
(395,259
|
)
|
|
(243,942
|
)
|
|||
Net loss
|
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(258,117
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income attributable to affiliates
|
|
—
|
|
|
—
|
|
|
27,240
|
|
|||
Comprehensive loss
|
|
$
|
(318,891
|
)
|
|
$
|
(410,036
|
)
|
|
$
|
(230,877
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities
|
|
$
|
3,646
|
|
|
$
|
(24,416
|
)
|
|
$
|
(13,056
|
)
|
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Investments in subsidiaries
|
|
(35,208
|
)
|
|
(77,846
|
)
|
|
(405,452
|
)
|
|||
Distributions received from affiliates, net
|
|
18,400
|
|
|
108,625
|
|
|
369,726
|
|
|||
Purchase of Creole Trail Pipeline Business, net
|
|
—
|
|
|
—
|
|
|
(313,892
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(16,808
|
)
|
|
30,779
|
|
|
(349,618
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||||
Distributions to owners
|
|
(99,018
|
)
|
|
(99,015
|
)
|
|
(91,386
|
)
|
|||
Proceeds from sale of partnership common and general partner units
|
|
—
|
|
|
—
|
|
|
375,897
|
|
|||
Net cash provided by (used in) financing activities
|
|
(99,018
|
)
|
|
(99,015
|
)
|
|
284,511
|
|
|||
|
|
|
|
|
|
|
||||||
Net decrease in cash and cash equivalents
|
|
(112,180
|
)
|
|
(92,652
|
)
|
|
(78,163
|
)
|
|||
Cash and cash equivalents—beginning of period
|
|
222,130
|
|
|
314,782
|
|
|
392,945
|
|
|||
Cash and cash equivalents—end of period
|
|
$
|
109,950
|
|
|
$
|
222,130
|
|
|
$
|
314,782
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-cash capital contributions (1)
|
|
$
|
(301,781
|
)
|
|
$
|
(395,259
|
)
|
|
$
|
(225,792
|
)
|
Non-cash capital contributions related to the Creole Trail Pipeline Business (1)
|
|
—
|
|
|
—
|
|
|
(18,150
|
)
|
|
(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/ Neal A. Shear
|
|
|
Neal A. Shear
|
|
|
Interim Chief Executive Officer
(Principal Executive Officer) |
|
Date:
|
February 18, 2016
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Neal A. Shear
|
Interim Chief Executive Officer, Chairman of the Board
(Principal Executive Officer) |
February 18, 2016
|
Neal A. Shear
|
|
|
|
|
|
/s/ R. Keith Teague
|
President and Chief Operating Officer, Director
(Principal Operating Officer) |
February 18, 2016
|
R. Keith Teague
|
|
|
|
|
|
/s/ Michael J. Wortley
|
Senior Vice President and Chief Financial Officer, Director
(Principal Financial Officer) |
February 18, 2016
|
Michael J. Wortley
|
|
|
|
|
|
/s/ Leonard Travis
|
Chief Accounting Officer
(Principal Accounting Officer) |
February 18, 2016
|
Leonard Travis
|
|
|
|
|
|
/s/ James R. Ball
|
Director
|
February 18, 2016
|
James R. Ball
|
|
|
|
|
|
/s/ Meg A. Gentle
|
Director
|
February 18, 2016
|
Meg A. Gentle
|
|
|
|
|
|
/s/ Sean T. Klimczak
|
Director
|
February 18, 2016
|
Sean T. Klimczak
|
|
|
|
|
|
/s/ Lon McCain
|
Director
|
February 18, 2016
|
Lon McCain
|
|
|
|
|
|
/s/ Philip Meier
|
Director
|
February 18, 2016
|
Philip Meier
|
|
|
|
|
|
/s/ John-Paul Munfa
|
Director
|
February 18, 2016
|
John-Paul Munfa
|
|
|
|
|
|
/s/ Vincent Pagano Jr.
|
Director
|
February 18, 2016
|
Vincent Pagano Jr.
|
|
|
|
|
|
/s/ Oliver G. Richard, III
|
Director
|
February 18, 2016
|
Oliver G. Richard, III
|
|
|
COMPANY:
|
|
|
|
CHENIERE ENERGY PARTNERS GP, LLC
|
|
|
|
|
|
By:
|
|
Name: Michael J. Wortley
|
|
Title: Chief Financial Officer
|
|
|
|
INDEMNITEE:
|
|
|
|
|
|
Name:
|
|
Title: Director
|
Entity Name
|
|
Jurisdiction of Incorporation
|
Cheniere Creole Trail Pipeline, L.P.
|
|
Delaware
|
Cheniere Energy Investments, LLC
|
|
Delaware
|
Cheniere Pipeline GP Interests, LLC
|
|
Delaware
|
Sabine Pass Liquefaction, LLC
|
|
Delaware
|
Sabine Pass LNG-GP, LLC
|
|
Delaware
|
Sabine Pass LNG-LP, LLC
|
|
Delaware
|
Sabine Pass LNG, L.P.
|
|
Delaware
|
Sabine Pass Tug Services, LLC
|
|
Delaware
|
|
/s/ KPMG LLP
|
KPMG LLP
|
|
/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 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;
|
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 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 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
|
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/ Neal A. Shear
|
Neal A. Shear
|
Interim 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 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;
|
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 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 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
|
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/ 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)
|
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/ Neal A. Shear
|
Neal A. Shear
|
Interim 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.
|