Obligation Chenier Energy Associates 5.625% ( US16411QAD34 ) en USD

Chenier Energy Associates

100 % ▼

Etas-Unis

US16411QAD34 ( en USD )

5.625% par an ( paiement semestriel )

30/09/2026

Prospectus brochure de l'obligation Cheniere Energy Partners US16411QAD34 en USD 5.625%, échéance 30/09/2026

2 000 USD

1 100 000 000 USD

16411QAD3

BB ( Spéculatif )

Ba2 ( Spéculatif )

01/04/2026 ( Dans 103 jours )

Cheniere Energy Partners, LP est une société américaine d'énergie spécialisée dans la liquéfaction, l'exportation et la commercialisation de gaz naturel liquéfié (GNL).

Un examen approfondi de l'offre obligataire de Cheniere Energy Partners L.P. révèle les caractéristiques clés de cette dette. Cheniere Energy Partners L.P., une entité basée aux États-Unis, est un acteur prépondérant du secteur énergétique nord-américain, principalement engagée dans le développement et l'exploitation d'infrastructures de gaz naturel liquéfié (GNL), incluant des terminaux d'exportation de GNL. Cette émission obligataire, identifiée par le code ISIN US16411QAD34 et le code CUSIP 16411QAD3, représente une dette corporate émise aux États-Unis, libellée en dollars américains (USD). Elle propose un taux d'intérêt fixe de 5,625%, versé de manière bi-annuelle (fréquence de paiement de 2 fois par an), offrant ainsi un rendement régulier aux investisseurs. Sa date de maturité est fixée au 30 septembre 2026. Le volume total de l'émission s'élève à 1,1 milliard de dollars américains (1 100 000 000 USD), avec un investissement minimal requis de 2 000 USD par unité. Actuellement, cette obligation est négociée à 100% de sa valeur nominale sur le marché, ce qui indique qu'elle est à parité. Concernant sa solvabilité, l'obligation a été évaluée "BB" par l'agence de notation Standard & Poor's (S&P) et "Ba2" par Moody's. Ces notations, situées dans la catégorie spéculative (ou "high yield"), reflètent un niveau de risque modéré à élevé, inhérent aux émetteurs de cette catégorie.

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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-231465
PROSPECTUS
CHENIERE ENERGY PARTNERS, L.P.
Offer to exchange up to
$1,100,000,000 of 5.625% Senior Notes due 2026
(CUSIP No. 16411Q AD3)
that have been registered under the Securities Act of 1933
for
$1,100,000,000 of 5.625% Senior Notes due 2026
(CUSIP Nos. 16411Q AC5 and U16353 AB7)
that have not been registered under the Securities Act of 1933
THE EXCHANGE OFFER EXPIRES AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, AT THE END OF JULY 26, 2019, UNLESS WE EXTEND IT

Terms of the Exchange Offer:

· We are offering to exchange up to $1.1 billion aggregate principal amount of registered 5.625% Senior Notes due 2026 (CUSIP No. 16411Q AD3)

(the "New Notes") for any and all of our $1.1 billion aggregate principal amount of unregistered 5.625% Senior Notes due 2026 (CUSIP
Nos. 16411Q AC5 and U16353 AB7) (the "Old Notes" and together with the New Notes, the "notes") that were issued on September 11, 2018.

· We will exchange all outstanding Old Notes that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer for an

equal principal amount of New Notes.

· The terms of the New Notes will be substantially identical to those of the outstanding Old Notes except that the New Notes will be registered under

the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions on transfer, registration rights or provisions for
additional interest.

· You may withdraw tenders of Old Notes at any time prior to the expiration of the exchange offer.

· The exchange of Old Notes for New Notes will not be a taxable event for U.S. federal income tax purposes.

· We will not receive any cash proceeds from the exchange offer.

· During any Security Requirement Period (as defined below), the notes will be secured on a first-priority basis by a lien on the Collateral (as defined
below), subject to certain liens permitted under the indenture, which liens are intended to be pari passu with the liens securing our senior secured

credit facilities due 2020, which, as of March 31, 2019, consists of an undrawn $115 million revolving credit facility (the "CQP Credit Facilities").
When a Security Requirement Period is not in effect, the notes will remain senior obligations but will be unsecured. As of the date of this prospectus,
the Old Notes are not and the New Notes will not be secured.

· The Old Notes are, and the New Notes will be, unconditionally, jointly and severally guaranteed by each of our existing subsidiaries (including
Sabine Pass LNG, L.P. and Cheniere Creole Trail Pipeline, L.P.), with the exception of Sabine Pass Liquefaction, LLC and Sabine Pass LNG-LP,

LLC. Any other subsidiary that guarantees any of our Material Indebtedness (as defined below) will also guarantee the notes. Please read
"Description of Notes--Subsidiary Guarantees."

· There is no established trading market for the New Notes or the Old Notes.

· We do not intend to apply for listing of the New Notes on any national securities exchange or for quotation through any quotation system.

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Please read "Risk Factors" beginning on page 8 for a discussion of certain risks that you should consider prior to
tendering your outstanding Old Notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge by way of letter of transmittal that it will
deliver a prospectus in connection with any resale of New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. CQP and the Subsidiary Guarantors
have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for
use in connection with any such resale. Please Read "Plan of Distribution."

The date of this prospectus is June 28, 2019.
Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
iii
PRESENTATION OF INFORMATION
iv
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
v
PROSPECTUS SUMMARY
1
RISK FACTORS
8
USE OF PROCEEDS
13
DESCRIPTION OF OTHER INDEBTEDNESS
14
THE EXCHANGE OFFER
17
DESCRIPTION OF NOTES
26
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
59
PLAN OF DISTRIBUTION
60
LEGAL MATTERS
61
EXPERTS
61
This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide
this information to you at no charge upon written or oral request directed to Corporate Secretary, Cheniere Energy Partners, L.P., 700 Milam Street, Suite
1900, Houston, Texas 77002 (telephone number (713) 375-5000).
In order to ensure timely delivery of this information, any request should be made by July 19, 2019, five business days prior to the expiration date
of the exchange offer.

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission, referred to in this prospectus as the SEC.
No person has been authorized to give any information or any representation concerning us or the exchange offer (other than as contained in this prospectus
or the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any other information that
others may give you. We are not making an offer to sell these securities in any state or jurisdiction where the offer is not permitted. You should not assume
that the information contained in or incorporated by reference into this prospectus is accurate as of any date other than the date on the front cover of this
prospectus or the date of such incorporated documents, as the case may be.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, current and other reports with the SEC under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Our
SEC filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. We will provide you upon request, without charge, a
copy of the notes and the indenture governing the notes. You may request copies of these documents by contacting us at:
Cheniere Energy Partners, L.P.
Attention: Investor Relations Department
700 Milam Street, Suite 1900
Houston, Texas, 77002
(713) 375-5000
We also make all periodic and other information filed or furnished with the SEC available, free of charge, on our website at www.cheniere.com as soon as
reasonably practicable after such information is electronically filed with or furnished to the SEC. Except as otherwise set forth herein, information on our
website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" information into this prospectus, which means that we disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information
superseded by information contained expressly in this prospectus. You should not assume that the information in this prospectus is current as of the date
other than the date on the cover page of this prospectus.
All documents that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date the registration statement of which this
prospectus forms a part was filed and prior to the effectiveness of such registration statement and until this offering is completed will be deemed to be
incorporated by reference in this prospectus and will be a part of this prospectus from the date of filing. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference
in this prospectus modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as
modified or superseded.
We incorporate by reference the documents listed below (excluding any information furnished and not filed with the SEC):

·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on February 25, 2019;

·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 8, 2019; and

·
our Current Reports on Form 8-K filed on January 25, 2019 and April 26, 2019.
These reports contain important information about us, our financial condition and our results of operations.
You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in those
documents, at no cost, by writing or telephoning us at the following address or phone number:
Cheniere Energy Partners, L.P.
Attention: Investor Relations Department
700 Milam Street, Suite 1900
Houston, Texas 77002
(713) 375-5000

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PRESENTATION OF INFORMATION
In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry
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publications or other publicly available information. Although we believe that these sources are reliable, we have not independently verified and do not
guarantee the accuracy or completeness of this information.
In this prospectus, unless the context otherwise requires:

· Bcf means billion cubic feet;

· Bcf/d means billion cubic feet per day;

· Bcfe means billion cubic feet equivalent;

· EPC means engineering, procurement and construction;

· GAAP means generally accepted accounting principles in the United States;

· LIBOR means the London Interbank Offered Rate;

· LNG means liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which

occupies a volume that is approximately 1/600th of its gaseous state;

· MMBtu means million British thermal units, an energy unit;

· MMBtu/d means million British thermal units per day;

· mtpa means million tonnes per annum;

· SPA means an LNG sale and purchase agreement; and

· Train means an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including any information incorporated by reference herein, contains certain statements that are, or may be deemed to be, "forward-
looking statements." All statements, other than statements of historical or present facts or conditions, included herein or incorporated herein by reference
are "forward-looking statements." Included among "forward-looking statements" are, among other things:

· statements regarding our ability to pay interest, premium, if any, and principal on the notes;

· statements regarding our expected receipt of cash distributions from SPLNG, SPL or CTPL;

· statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities, pipeline facilities or

other projects, or any expansions or portions thereof, by certain dates, or at all;

· statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports

into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or
the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;

· statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;

· statements relating to the construction of our Trains, including statements concerning the engagement of any EPC contractor or other contractor

and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;

· statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues

anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas
liquefaction or storage capacities that are, or may become, subject to contracts;

· statements regarding counterparties to our commercial contracts, construction contracts, and other contracts;

· statements regarding our planned development and construction of additional Trains, including the financing of such Trains;

· statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

· statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or

objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, 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

· any other statements that relate to non-historical or future information.
All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-
looking statements can be identified by terminology such as "may," "will," "could," "should," "achieve," "anticipate," "believe," "contemplate,"
"continue," "estimate," "expect," "intend," "plan," "potential," "predict," "project," "pursue," "target," the negative of such terms or other comparable
terminology. The forward-looking statements contained in this prospectus or incorporated by reference herein are largely based on our expectations, which
reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market
conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and
uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this
prospectus or incorporated by reference herein are not guarantees of future performance and that such statements may not be realized or the forward-
looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result
of a variety of factors, including those described in "Risk Factors" and elsewhere in this prospectus and incorporated by reference in the other reports and
other information that we file with the SEC. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these risk factors. These forward-looking statements speak only as of the date made, and other than as required by law, we undertake no
obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information,
future events or otherwise.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before
making an investment decision. You should carefully read this entire prospectus for a more complete understanding of our business and the terms of
this exchange offer, as well as the tax and other considerations that are important to you in making your investment decision.
As used in this prospectus, the "Partnership," "CQP," "we," "our," "us" or similar terms refer to Cheniere Energy Partners, L.P. and not any of its
subsidiaries or any entities that are consolidated with it for financial reporting purposes, unless otherwise expressly stated or the context otherwise
requires. In this prospectus, (i) our "general partner" refers to Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the
general partner of the Partnership; (ii) "Cheniere" refers to Cheniere Energy, Inc., a Delaware corporation that owns and controls our general
partner; (iii) "SPLNG" refers to Sabine Pass LNG, L.P., a Delaware limited partnership and our wholly owned subsidiary; (iv) "SPL" refers to
Sabine Pass Liquefaction, LLC, a Delaware limited liability company and our wholly owned subsidiary; and (v) "CTPL" refers to Cheniere Creole
Trail Pipeline, L.P., a Delaware limited partnership and our wholly owned subsidiary. We refer to SPLNG, CTPL and each other of our subsidiaries
that guarantees the notes collectively as the "Subsidiary Guarantors."
Cheniere Energy Partners, L.P.
Overview
We are a publicly traded Delaware limited partnership formed by Cheniere in 2006. Our vision is to provide clean, secure and affordable energy to the
world, while responsibly delivering a reliable, competitive and integrated source of LNG, in a safe and rewarding work environment. The liquefaction
of natural gas into LNG allows it to be shipped economically from areas of the world where natural gas is abundant and inexpensive to produce to
other areas where natural gas demand and infrastructure exist to economically justify the use of LNG. Through our wholly owned subsidiary, SPL, we
are developing, constructing and operating natural gas liquefaction facilities (the "Liquefaction Project") at the Sabine Pass LNG terminal located in
Cameron Parish, Louisiana, on the Sabine-Neches Waterway less than four miles from the Gulf Coast. We plan to construct up to six Trains, which
are in various stages of development, construction and operations. Trains 1 through 5 are operational and Train 6 is being commercialized and has all
necessary regulatory approvals in place. Each Train is expected to have a nominal production capacity, which is prior to adjusting for planned
maintenance, production reliability, potential overdesign and debottlenecking opportunities, of approximately 4.5 mtpa of LNG per Train, and run rate
adjusted nominal production capacity of approximately 4.5 to 4.9 mtpa of LNG per Train. Through our wholly owned subsidiary, SPLNG, we own
and operate regasification facilities at the Sabine Pass LNG terminal, which includes pre-existing infrastructure of five LNG storage tanks with
aggregate capacity of approximately 16.9 Bcfe, two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic
meters and vaporizers with regasification capacity of approximately 4.0 Bcf/d. We also own a 94-mile pipeline that interconnects the Sabine Pass
LNG terminal with a number of large interstate pipelines (the "Creole Trail Pipeline") through our wholly owned subsidiary, CTPL.
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Principal Executive Offices
Our principal executive offices are located at 700 Milam Street, Suite 1900, Houston, Texas 77002, and our telephone number is (713) 375-5000. Our
internet address is www.cheniere.com. Information on our website is not incorporated by reference herein and our web address is included in this
prospectus as an inactive textual reference only.

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Our Ownership and Organizational Structure
The following diagram depicts our abbreviated organizational structure as of March 31, 2019, including our ownership of certain subsidiaries, and the
references to these entities used in this prospectus:

*
Guarantors

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The Exchange Offer
On September 11, 2018, we completed a private offering of $1.1 billion aggregate principal amount of the Old Notes. As part of this private offering,
we entered into a registration rights agreement with the initial purchasers of the Old Notes in which we agreed, among other things, to deliver this
prospectus to you and to use our reasonable best efforts to consummate the exchange offer no later than 360 days after the September 11, 2018 private
offering. The following is a summary of the exchange offer.

Old Notes
5.625% Senior Notes due 2026, which were issued on September 11, 2018.
New Notes
5.625% Senior Notes due 2026. The terms of the New Notes are substantially identical to the terms of
the outstanding Old Notes except that the transfer restrictions, registration rights and provisions for
additional interest relating to the Old Notes will not apply to the New Notes.
Exchange Offer
We are offering to exchange up to $1.1 billion aggregate principal amount of our New Notes that have
been registered under the Securities Act for an equal amount of our outstanding Old Notes that have
not been registered under the Securities Act to satisfy our obligations under the registration rights
agreement.

The New Notes will evidence the same debt as the Old Notes for which they are being exchanged and
will be issued under, and be entitled to the benefits of, the same indenture that governs the Old Notes.
Holders of the Old Notes do not have any appraisal or dissenters' rights in connection with the
exchange offer. Because the New Notes will be registered, the New Notes will not be subject to
transfer restrictions, and holders of Old Notes that have tendered and had their Old Notes accepted in
the exchange offer will have no registration rights. The New Notes will have a CUSIP number different
from that of any Old Notes that remain outstanding after the completion of the exchange offer.
Expiration Date
The exchange offer will expire at 12:00 midnight, New York City time, at the end of July 26, 2019,
unless we decide to extend the date.
Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive. Please read "The
Exchange Offer--Conditions to the Exchange Offer" for more information regarding the conditions to
the exchange offer.
Procedures for Tendering Old Notes
You must do one of the following on or prior to the expiration of the exchange offer to participate in
the exchange offer:

· ?tender your Old Notes by sending the certificates for your Old Notes, in proper form for transfer, a
properly completed and duly executed letter of transmittal, with any required signature guarantees,
and all other documents required by the letter of transmittal, to The Bank of New York Mellon, as
registrar and exchange agent, at the address listed under the caption "The Exchange Offer--
Exchange Agent"; or

· ?tender your Old Notes by using the book-entry transfer procedures described below and
transmitting a properly completed and duly executed letter of transmittal, with any required
signature guarantees, or an agent's message instead of the letter of transmittal, to the exchange
agent. In order for a book-entry transfer to constitute a valid tender of your Old Notes in the
exchange offer, The Bank of New York Mellon, as registrar and exchange agent, must receive a
confirmation of book-entry transfer of your Old Notes into the exchange agent's account at The
Depository Trust Company ("DTC") prior to the expiration of the exchange offer. For more
information regarding the use of book-entry transfer procedures, including a description of the
required agent's message, please read the discussion under the caption "The Exchange Offer--

Procedures for Tendering--Book-entry Transfer."

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Withdrawal; Non-Acceptance
You may withdraw any Old Notes tendered in the exchange offer at any time prior to 12:00 midnight,
New York City time, at the end of July 26, 2019 by following the procedures described in this
prospectus and the related letter of transmittal. If we decide for any reason not to accept any Old Notes
tendered for exchange, the Old Notes will be returned to the registered holder at our expense promptly
after the expiration or termination of the exchange offer. In the case of Old Notes tendered by book-
entry transfer in to the exchange agent's account at DTC, any withdrawn or unaccepted Old Notes will
be credited to the tendering holder's account at DTC. For further information regarding the withdrawal
of tendered Old Notes, please read "The Exchange Offer--Withdrawal Rights."
Material U.S. Federal Income Tax
The exchange of New Notes for Old Notes in the exchange offer will not be a taxable event for
Considerations
U.S. federal income tax purposes. Please read the discussion under the caption "Material United States
Federal Income Tax Considerations" for more information regarding the tax considerations to you of
the exchange offer.
Use of Proceeds
The issuance of the New Notes will not provide us with any new proceeds. We are making this
exchange offer solely to satisfy our obligations under the registration rights agreement.
Fees and Expenses
We will pay all of our expenses incident to the exchange offer.
Exchange Agent
We have appointed The Bank of New York Mellon as exchange agent for the exchange offer. For the
address, telephone number and fax number of the exchange agent, please read "The Exchange Offer--
Exchange Agent."
Resales of New Notes
Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties
that are not related to us, we believe that the New Notes you receive in the exchange offer may be
offered for resale, resold or otherwise transferred by you without compliance with the registration and
prospectus delivery provisions of the Securities Act so long as:

· ?the New Notes are being acquired in the ordinary course of business;

· ?you are not participating, do not intend to participate, and have no arrangement or understanding
with any person to participate in the distribution of the New Notes issued to you in the exchange
offer;

· ?you are not our affiliate or an affiliate of any of our Subsidiary Guarantors; and

· ?you are not a broker-dealer tendering Old Notes acquired directly from us for your account.

The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot
assure you that the SEC would make similar determinations with respect to this exchange offer. If any
of these conditions are not satisfied, or if our belief is not accurate, and you transfer any New Notes
issued to you in the exchange offer without delivering a resale prospectus meeting the requirements of
the Securities Act or without an exemption from registration of your New Notes from those
requirements, you may incur liability under the Securities Act. We will not assume, nor will we
indemnify you against, any such liability. Each broker-dealer that receives New Notes for its own
account in exchange for Old Notes, where the Old Notes were acquired by such broker-dealer as a
result of market-making or other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such New Notes. Please read "Plan of Distribution."

Please read "The Exchange Offer--Resales of New Notes" for more information regarding resales of
the New Notes.
Consequences of Not Exchanging Your
If you do not exchange your Old Notes in this exchange offer, you will no longer be able to require us
Old Notes
to register your Old Notes under the Securities Act, except in the limited circumstances provided under
the registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise
transfer your Old Notes unless we have registered the Old Notes under the Securities Act, or unless you
resell, offer to resell or otherwise transfer them under an exemption from the registration requirements
of, or in a transaction not subject to, the Securities Act.

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For information regarding the consequences of not tendering your Old Notes and our obligation to file
a registration statement, please read "The Exchange Offer-- Consequences of Failure to Exchange Old
Notes" and "Description of Notes."

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Terms of the New Notes
The terms of the New Notes will be substantially identical to the terms of the Old Notes except that the transfer restrictions, registration rights and
provisions for additional interest relating to the Old Notes will not apply to the New Notes. As a result, the New Notes will not bear legends
restricting their transfer and will not have the benefit of the registration rights and additional interest provisions contained in the Old Notes. The New
Notes represent the same debt as the Old Notes for which they are being exchanged. The New Notes are governed by the same indenture as that which
governs the Old Notes.
The following summary contains basic information about the New Notes and is not intended to be complete. For a more complete understanding of
the New Notes, please refer to the section in this prospectus entitled "Description of Notes." When we use the term "notes" in this prospectus, unless
the context requires otherwise, the term includes the Old Notes and the New Notes.

Issuer
Cheniere Energy Partners, L.P.
Notes Offered
$1,100,000,000 aggregate principal amount of 5.625% senior notes due 2026.
Maturity Date
October 1, 2026.
Interest Rate
5.625% per year (calculated using a 360-day year).
Interest Payment Dates
We will pay interest on the New Notes semi-annually, in cash in arrears, on April 1 and October 1 of each
year.
Ranking
As of the date of this prospectus, the Old Notes are, and the New Notes will be, unsecured. During any
Security Requirement Period (as defined below), the New Notes will be senior obligations of CQP and
will be secured on a first-priority basis by a lien on the Collateral (as defined below), subject to certain
liens permitted under the indenture, which liens are intended to be pari passu with the liens securing the
CQP Credit Facilities. When a Security Requirement Period is not in effect, the New Notes will remain
senior obligations of CQP, but will be unsecured. The New Notes:

· ?will rank senior in right of payment to all future obligations of CQP that are, by their terms, expressly
subordinated in right of payment to the notes and pari passu in right of payment with all existing and
future senior obligations of CQP that are not so subordinated;

· ?will be structurally subordinated to all liabilities and preferred equity of subsidiaries of CQP that are
not Subsidiary Guarantors; and

· ?will be guaranteed by each subsidiary of CQP that is, or in the future is required to become, a
Subsidiary Guarantor.

See "Description of Notes--Ranking" and "Description of Notes--Security for the Notes."
Guarantees
The New Notes will be unconditionally, jointly and severally guaranteed by each of CQP's existing
subsidiaries (including SPLNG and CTPL and, during any Security Requirement Period, Sabine Pass
LNG-LP, LLC ("SPL Member")) with the exception of SPL. Any other subsidiary that guarantees any
Material Indebtedness (as defined below) of CQP will also guarantee the New Notes. Please read
"Description of Notes--Subsidiary Guarantees."

As of March 31, 2019, we and our Subsidiary Guarantors had approximately $2.6 billion of debt
outstanding (before unamortized premium, discount and debt issuance costs, net), all of which is
unsecured. As of March 31, 2019, CQP's non-guarantor subsidiaries had approximately $13.7 billion of
indebtedness outstanding (before unamortized premium, discount and debt issuance costs, net), excluding
$421 million aggregate outstanding letters of credit, all of which will rank effectively senior to the New
Notes.
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Covenants
The indenture governing the New Notes will, among other things, limit our Subsidiary Guarantors'
ability to:

· ?create liens or other encumbrances;

· ?engage in certain transactions with affiliates;

· ?enter into sale-leaseback transactions; and

· ?merge or consolidate with another entity or sell all or substantially all of our assets.

These covenants are subject to a number of important qualifications and exceptions which are described
in "Description of Notes--Covenants."
Risk Factors
You should refer to "Risk Factors" beginning on page 8 of this prospectus, the risk factors set forth in
our Annual Report on Form 10-K for the year ended December 31, 2018, "Forward-Looking
Statements" and the other information included in or incorporated by reference into this prospectus for
a discussion of the risk factors you should carefully consider before deciding participate in the
exchange offer.

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Table of Contents
RISK FACTORS
Before deciding to participate in the exchange offer, you should carefully consider the risks and uncertainties described below as well as the risk factors
contained in the section titled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2018. The risk factors
included or incorporated by reference herein are some of the important factors that could affect our financial performance or could cause actual results to
differ materially from estimates or expectations contained in our forward-looking statements. We may encounter risks in addition to those included or
incorporated by reference herein. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair
or adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity, prospects and ability to make payments of interest,
premium, if any, and principal on the New Notes.
Risks Relating to the Exchange Offer and the New Notes
If you do not properly tender your Old Notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding
notes will be adversely affected.
We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely
delivery of the Old Notes, and you should carefully follow the instructions on how to tender your Old Notes. Neither we nor the exchange agent is required
to tell you of any defects or irregularities with respect to your tender of Old Notes. Please read "The Exchange Offer-- Procedures for Tendering" and
"Description of Notes."
If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Old
Notes described in the legend on the certificates for your Old Notes. In general, you may only offer or sell the Old Notes if they are registered under the
Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except in connection with this
exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Old Notes under the Securities Act. For further
information regarding the consequences of not tendering your Old Notes in the exchange offer, please read "The Exchange Offer-- Consequences of
Failure to Exchange Old Notes."
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Document Outline

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