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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2019
    
SABINE PASS LIQUEFACTION, LLC
(Exact name of registrant as specified in its charter)

Delaware
333-192373
27-3235920
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
700 Milam Street, Suite 1900
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 375-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
None
None
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 






Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2019, Sabine Pass Liquefaction, LLC and Cheniere Marketing International LLP, an indirect wholly owned subsidiary of Cheniere Energy, Inc., entered into a letter agreement for the sale of up to 43 cargoes scheduled for delivery in 2020 at a price of 115% of Henry Hub plus $1.67 per MMBtu.

Item 9.01 Financial Statements and Exhibits.
d)    Exhibits
________________________
* Filed herewith.




SIGNATURES

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 hereunto duly authorized.
 
 
 
SABINE PASS LIQUEFACTION, LLC
 
 
 
 
 
Date:
December 23, 2019
 
By:
/s/ Michael J. Wortley
 
 
 
Name:
Michael J. Wortley
 
 
 
Title:
Chief Financial Officer
 
 
 
 
 




Sabine Pass Liquefaction, LLC

Exhibit 10.1

December 23, 2019

Cheniere Marketing International LLP
Fifth Floor, Berkeley Square House, Berkeley Square
London WIJ 6BY, United Kingdom
Attn: Eric Bensaude, Managing Director

Re:
Letter Agreement regarding the Base SPA (“Letter Agreement”)
Dear Sir or Madam:
The Parties have entered into that certain Amended and Restated LNG Sale and Purchase Agreement (FOB) dated August 5, 2014 between Sabine Pass Liquefaction, LLC and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC) (as amended and assigned, the “SPA”). Capitalized terms used but not defined herein shall have the meanings given them in the SPA. This Letter Agreement sets forth the terms of certain sales and purchases of LNG under the SPA.
The Parties hereby agree that, notwithstanding Section 9.2 and subject to Section 14 of the SPA, the FPC (expressed in USD per MMBtu) applicable to up to forty-three (43) cargoes scheduled for delivery in Contract Year 2020 shall equal USD one decimal six seven per MMBtu (US$1.67/MMBtu).
Please indicate Buyer’s agreement with the terms of this Letter Agreement by executing a copy of this Letter Agreement where indicated below and returning it to Seller.
Sincerely,
Sabine Pass Liquefaction, LLC

 
 
By:
/s/ Michael J. Wortley
 
Michael J. Wortley
 
Chief Financial Officer

Accepted and Agreed:
Cheniere Marketing International LLP
acting by its managing member, Cheniere Marketing, LLC
By:
/s/ Anatol Feygin
 
Anatol Feygin
 
Executive Vice President and Chief Commercial Officer




700 Milam Street, Suite 1900, Houston, Texas 77002
+1 713-375-5000