UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30, 2015
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Sabine Pass Liquefaction, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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333-192373
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27-3235920
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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700 Milam Street, Suite 1900
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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(713) 375-5000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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Indicate the number of shares outstanding of the issuer’s classes of common stock, as of the latest practicable date:
Not applicable
Explanatory Note
This Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended
September 30, 2015
filed with the Securities and Exchange Commission on
October 30, 2015
(the “Original Filing”) is filed solely for the purpose of disclosing recently provided information pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and adding Exhibits 10.7 and 10.8, which were inadvertently omitted from the Exhibits included with the Original Filing. Other than the additional compliance disclosure in Item 5. Other Information and the addition of Exhibits 10.7 and 10.8, no part of the Original Filing is amended hereby, and this amendment does not reflect events that have occurred after the Original Filing date.
Part II
ITEM 5. OTHER INFORMATION
Compliance Disclosure
Pursuant to Section 13(r) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if during the quarter ended
September 30, 2015
, we or any of our affiliates had engaged in certain transactions with Iran or with persons or entities designated under certain executive orders, we would be required to disclose information regarding such transactions in our Quarterly Report on Form 10-Q as required under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”). During the quarter ended
September 30, 2015
, we did not engage in any transactions with Iran or with persons or entities related to Iran.
Blackstone CQP Holdco LP, an affiliate of The Blackstone Group L.P. (“Blackstone Group”), is a holder of more than 29% of the outstanding equity interests of Cheniere Energy Partners, L.P. (“Cheniere Partners”) and has three representatives on the Board of Directors of Cheniere Partners’ general partner. Accordingly, Blackstone Group may be deemed an “affiliate” of Cheniere Partners, as that term is defined in Exchange Act Rule 12b-2. Blackstone Group has included in its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2015
disclosures pursuant to ITRA regarding two of its portfolio companies that may be deemed to be affiliates of Blackstone Group. Because of the broad definition of “affiliate” in Exchange Act Rule 12b-2, these portfolio companies of Blackstone Group, through Blackstone Group’s ownership of Cheniere Partners, may also be deemed to be affiliates of ours. We have not independently verified the disclosure described in the following paragraphs.
Blackstone Group has reported that Hilton Worldwide Holdings Inc. (“Hilton”) has engaged in the following activities: during the fiscal quarter ended September 30, 2015, an Iranian governmental delegation stayed at the Transcorp Hilton Abuja for one night. The stays were booked and paid for by the government of Nigeria. The hotel received revenues of approximately $5,320 from these dealings, and net profit to Hilton from these dealings was approximately $495, as reported by Blackstone Group. Hilton believes that the hotel stays were exempt from the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560, pursuant to the International Emergency Economic Powers Act (“IEEPA”) and under 31 C.F.R. Section 560.210 (d). Blackstone Group has reported that the Transcorp Hilton Abuja intends to continue engaging in future similar transactions to the extent they remain permissible under applicable laws and regulations.
Blackstone Group has reported that Travelport Limited (“Travelport”) has engaged in the following activities: as part of its global business in the travel industry, Travelport provides certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. Travelport also provides certain airline Technology Services to Iran Air Tours. The gross revenues and net profits attributable to such activities by Travelport during the quarter ended
September 30, 2015
were reported by Travelport to be approximately
$133,000
and
$94,000
, respectively. Blackstone Group has reported that Travelport intends to continue these business activities with Iran Air and Iran Air Tours as such activities are either exempt from applicable sanctions prohibitions or specifically licensed by the Office of Foreign Assets Control.
ITEM 6. EXHIBITS
Exhibits
An index to exhibits has been filed as part of this Amendment No. 1 beginning on page 3 and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SABINE PASS LIQUEFACTION, LLC
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Date:
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November 9, 2015
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By:
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/s/ Michael J. Wortley
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Michael J. Wortley
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Chief Financial Officer
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(on behalf of the registrant and
as principal financial officer)
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Date:
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November 9, 2015
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By:
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/s/ Leonard Travis
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Leonard Travis
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Chief Accounting Officer
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(on behalf of the registrant and
as principal accounting officer)
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ITEM 6. EXHIBITS
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Exhibit No.
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Description
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10.1ƒ
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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
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10.2ƒ
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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
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10.3
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Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender, Société Générale, as the Common Security Trustee, and the senior lenders party thereto from time to time and for the benefit of HSBC Bank USA, National Association, ING Capital LLC, Morgan Stanley Bank, N.A. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Documentation Agents, ABN Amro Capital USA LLC, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, LTD. and Société Générale, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Syndication Agents, Industrial and Commercial Bank of China Limited, New York Branch and Lloyds Bank PLC, as Mandated Lead Arrangers, and Landesbank Baden-Württemberg, New York Branch, as Manager (Incorporated by reference to Exhibit 10.1 to the Cheniere Energy Partners, L.P.’s Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
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10.4
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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 Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.5
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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 Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.6
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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 Cheniere Energy Partner, L.P.’s Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
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10.7*
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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
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10.8*
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Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere LNG Terminals, LLC and Sabine Pass Liquefaction, LLC
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31.1*
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Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
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31.2*
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Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
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32.1ƒƒ
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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
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32.2ƒƒ
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INSƒ
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XBRL Instance Document
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101.SCHƒ
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XBRL Taxonomy Extension Schema Document
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101.CALƒ
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEFƒ
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LABƒ
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PREƒ
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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Filed with Original Filing
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Furnished with Original Filing
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EXHIBIT 10.7
AMENDMENT TO OPERATION AND MAINTENANCE AGREEMENT
THIS AMENDMENT TO OPERATION AND MAINTENANCE AGREEMENT
(“
Amendment
”) is made and entered into as of September 28, 2015, by and among Cheniere LNG O&M Services, LLC, a Delaware limited liability company (“
O&M Services
”), Cheniere Energy Investments, LLC, a Delaware limited liability company (the “
Operator
”), and Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “
Owner
”). O&M Services, the Operator and the Owner are sometimes individually referred to as a “
Party
” and, collectively, referred to as the “
Parties
.”
Recitals
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A.
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O&M Services, Cheniere Energy Partners GP, LLC (the “
Initial Operator
”) and the Owner are parties to the Operation and Maintenance Agreement dated as of May 14, 2012 (“Agreement”);
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B.
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Pursuant to that certain Assignment and Assumption Agreement dated as of November 20, 2013 between the Initial Operator and the Operator, the Initial Operator assigned its right in the Agreement to the Operator and the Operator assumed the obligation of the Original Operator under the Agreement; and
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C.
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O&M Services, the Operator and the Owner desire to amend the Agreement to among other things clarify the rights and obligations of the Parties under the Agreement regarding certain defined terms all as set forth herein.
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It is agreed:
1. Definitions
Capitalized terms used in or incorporated into this Amendment and not otherwise defined herein have the meanings given to them in the Agreement.
2. Amendments
2.1 Section 1.1 of the Agreement is amended by adding to said Section 1.1 the following defined terms:
“
Centrica SPA
” means the LNG Sale and Purchase Agreement (FOB) dated March 22, 2013 between the Owner and Centrica plc.
“
Investment Grade
” means two long-term unsecured credit ratings that are equal to or better than (a) Baa3 by Moody’s Investors Service, Inc., (b) BBB- by Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., (c) BBB- by Fitch Ratings, Ltd., or (d) any comparable credit ratings by any other nationally recognized statistical rating organizations.
“
Total SPA
” means the LNG Sale and Purchase Agreement (FOB) dated December 14, 2012 between the Owner and Total Gas & Power North America, Inc.
“
Train 6
” means the sixth liquefaction Train of the Facility.
“
Train 6 SPA
” means any LNG sale and purchase agreement executed by the Owner with an Investment Grade buyer for delivery of LNG on an FOB basis from and after the date of first commercial delivery with respect to Train 6, which shall have terms and conditions (taken as a whole) substantially similar to the LNG SPAs.
2.2 Section 1.1 of the Agreement is further amended by amending the following defined terms to read as follows:
“
Capacity Charge
” means (a) with respect to the BG SPA and the GN SPA, the Monthly Sales Charge, as defined thereunder, and (b) with respect to the Kogas SPA, the GAIL SPA, the Total SPA, the Centrica SPA and any Train 6 SPA, the constant component “Xy” of the contract sales price thereunder.
“
EPC Contract
” means (1) 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 Owner and the EPC Contractor, (2) 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 Owner and the EPC Contractor, (3) 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 Owner and the EPC Contractor, or (4) any engineering, procurement, and construction agreement to be entered into between Owner and a contractor for construction of Train 6, as applicable.
“
FERC Authorization
” means (1) the
Order Granting Section 3 Authorization
issued by FERC on April16, 2012, in Docket No. CP11-72-000, and the
Order Denying Rehearing and Stay
issued by FERC on July 26, 2012, in Docket No. CP11-72-001; (2) the
Order Amending Section 3 Authorization
issued by FERC on August 2, 2013, in Docket No. CP13-2-000; (3) the
Order Amending Section 3 Authorization
issued by FERC on February 20, 2014, in Docket No. CP14-12-000, and the
Order Denying Rehearing
issued by FERC on September18, 2014, in Docket No. CP14-12-001; (4) the
Order Granting Authorization Under Section 3 of the Natural Gas Act and Issuing Certificate
issued by FERC on April 6, 2015 in Docket Nos. CP13-552-000 & CP13-553-000, and the
Order Denying Rehearing
issued by FERC on June 23, 2015, in Docket Nos. CP13-552-001 & CP13-553-001.
“
LNG SPA
” means each of the following LNG sale and purchase agreements entered into by Owner as seller of LNG: (a) the BG SPA, (b) the GN SPA, (c) the Kogas SPA, (d) the GAIL SPA, (e) the Total SPA, (f) the Centrica SPA and (g) any Train 6 SPA.
2.3 Section 1.2 of the Agreement is amended by adding a new Clause (j) thereto reading as follows:
(j) References to any agreement or instrument mean such agreement or instrument as it may be amended and restated or otherwise modified.
2.4 All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
3. Miscellaneous
3.1
Dispute Resolution
. The provisions of Article XVIII (Dispute Resolution) of the Agreement shall apply to this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment.
3.2
Governing Law.
This Amendment shall be governed, construed and enforced in accordance with the laws of the State of Texas.
3.3
Entire Agreement
. The Agreement, as amended by this Amendment, constitutes the entire agreement among the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, among the Parties relating to the subject matter thereof.
3.4
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by all Parties and the Executive Committee of Cheniere Energy Partners GP, LLC (the “
Executive Committee
”) and expressed to be a supplement, amendment, modification or change to the Agreement. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party's failure to enforce such right or remedy.
3.5
Counterparts
. This Amendment may be executed in counterparts and each such counterpart shall be deemed an original Amendment for all purposes, provided that no Party shall be bound to this Amendment unless and until all Parties and the Executive Committee have executed a counterpart.
IN WITNESS WHEREOF
, the Parties and the Executive Committee have executed this Amendment as of the date first above written.
Owner:
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Sabine Pass Liquefaction, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Operator:
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Cheniere Energy Investments, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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O&M Services:
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Cheniere LNG O&M Services, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Executed by the following members of the Executive Committee solely in their capacities as members of the Executive Committee as required by Section 21.3 of the Agreement.
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/s/ James Ball
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James Ball
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Sep 28, 2015
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/s/ Sean Klimczak
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Sean Klimczak
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Sep 28, 2015
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/s/ Phil Meier
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Phil Meier
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Sep 25, 2015
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/s/ John-Paul R. Munfa
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John-Paul R. Munfa
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Sep 28, 2015
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/s/ Michael J. Wortley
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Michael J. Wortley
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Sep 25, 2015
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EXHIBIT 10.8
AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
(“
Amendment
”) is made and entered into as of September 28, 2015 by and between Cheniere LNG Terminals, LLC, a Delaware limited liability company (the “
Manager
”), and Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “
Project Company
”). The Manager and Project Company are sometimes individually referred to as a “
Party
” and, collectively, referred to as the “
Parties
.”
Recitals
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A.
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Manager and Project Company are parties to the Management Services Agreement dated as of May 14, 2012 (“
Agreement
”); and
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B.
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Manager and Project Company desire to amend the Agreement to among other things clarify the rights and obligations of the Parties under the Agreement regarding certain defined terms all as set forth herein.
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It is agreed:
1. Definitions
Capitalized terms used in or incorporated into this Amendment and not otherwise defined herein have the meanings given to them in the Agreement.
2. Amendments
2.1 Section 1.1 of the Agreement is amended by adding to said Section 1.1 the following defined terms:
“
Centrica SPA
” means the LNG Sale and Purchase Agreement (FOB) dated March 22, 2013 between the Project Company and Centrica plc.
“
Investment Grade
” means two long-term unsecured credit ratings that are equal to or better than (a) Baa3 by Moody’s Investors Service, Inc., (b) BBB- by Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., (c) BBB- by Fitch Ratings, Ltd., or (d) any comparable credit ratings by any other nationally recognized statistical rating organizations.
“
Total SPA
” means the LNG Sale and Purchase Agreement (FOB) dated December 14, 2012 between the Project Company and Total Gas & Power North America, Inc.
“
Train 6
” means the sixth liquefaction Train of the Facility.
“
Train 6 SPA
” means any LNG sale and purchase agreement executed by the Project Company with an Investment Grade buyer for delivery of LNG on an FOB basis from and after the date of first commercial delivery with respect to Train 6, which shall have terms and conditions (taken as a whole) substantially similar to the LNG SPAs.
2.2 Section 1.1 of the Agreement is further amended by amending the following defined terms to read as follows:
“
Capacity Charge
” means (a) with respect to the BG SPA and the GN SPA, the Monthly Sales Charge, as defined thereunder, and (b) with respect to the Kogas SPA, the GAIL SPA, the Total SPA, the Centrica SPA and any Train 6 SPA, the constant component “Xy” of the contract sales price thereunder.
“
LNG SPA
” means each of the following LNG sale and purchase agreements entered into by Project Company as seller of LNG: (a) the BG SPA, (b) the GN SPA, (c) the Kogas SPA, (d) the GAIL SPA, (e) the Total SPA, (f) the Centrica SPA and (g) any Train 6 SPA.
2.3 Article 1 of the Agreement is further amended by adding a new section 1.2 thereto reading as follows:
1.2 References to any agreement or instrument mean such agreement or instrument as it may be amended and restated or otherwise modified.
2.4 All provisions of the Agreement not specifically amended hereby shall remain in full force and effect.
3. Miscellaneous
3.1
Dispute Resolution.
The provisions of Article 8 (Remedies and Dispute Resolution) of the Agreement shall apply to this Amendment as if incorporated herein
mutatis mutandis
on the basis that references therein to the Agreement are to this Amendment.
3.2
Governing Law.
This Amendment shall be governed, construed and enforced in accordance with the laws of the State of Texas.
3.3
Entire Agreement
. The Agreement, as amended by this Amendment, constitutes the entire agreement between the Parties and includes all promises and representations, express or implied, and supersedes all other prior agreements and representations, written or oral, between the Parties relating to the subject matter thereof.
3.4
Amendments and Waiver
. This Amendment may not be supplemented, amended, modified or changed except by an instrument in writing signed by both Parties and the Executive Committee of Cheniere Energy Partners GP, LLC (the “
Executive Committee
”) and expressed to be a supplement, amendment, modification or change to
the Agreement. A Party shall not be deemed to have waived any right or remedy under this Amendment by reason of such Party's failure to enforce such right or remedy.
3.5
Counterparts
. This Amendment may be executed in counterparts and each such counterpart shall be deemed an original Amendment for all purposes, provided that neither Party shall be bound to this Amendment unless and until both Parties and the Executive Committee have executed a counterpart.
IN WITNESS WHEREOF,
the Parties and the Executive Committee have executed this Amendment as of
the
date first above written.
Manager:
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Cheniere LNG Terminals, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Project Company:
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Sabine Pass Liquefaction, LLC
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By:
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/s/ Lisa C. Cohen
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Name:
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Lisa C. Cohen
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Title:
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Treasurer
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Executed by the following members of the Executive Committee solely in their capacities as members of the Executive Committee as required by Section 13.1 of the Agreement.
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/s/ James Ball
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James Ball
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Sep 28, 2015
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/s/ Sean Klimczak
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Sean Klimczak
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Sep 28, 2015
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/s/ Phil Meier
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Phil Meier
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Sep 25, 2015
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/s/ John-Paul R. Munfa
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John-Paul R. Munfa
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Sep 28, 2015
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/s/ Michael J. Wortley
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Michael J. Wortley
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Sep 25, 2015
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