Cheniere Announces Cash Tender Offer for 7% Notes due 2024

(Cheniere, 5.Dec.2022) — Cheniere Energy, Inc. (NYSE American: LNG) has commenced a cash tender offer to purchase any and all of the $1.25bn aggregate principal amount of the outstanding 7.000% Senior Secured Notes due 2024 issued by Cheniere Corpus Christi Holdings, LLC (CCH) on the terms set forth in the table below.

Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above, plus the yield to maturity of the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury Reference Security specified above at 11:00 a.m., New York City time, on 9 December 2022 (such date as it may be extended, the “Price Determination Date”). The Consideration does not include accrued interest, which will be paid on Notes accepted for purchase by us as described herein.

The tender offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated 5 December 2022. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offer. The tender offer is not conditioned on any minimum amount of Notes being tendered. Subject to applicable law, Cheniere may amend, extend or terminate the tender offer in its sole discretion. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The tender offer will expire at 5:00 p.m., New York City time, on 9 December 2022, unless extended or terminated by Cheniere (such time and date, as the same may be extended or terminated by Cheniere in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly withdrawn, unless otherwise required by applicable law.

Holders of Notes must validly tender and not validly withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to be on or about 14 December 2022. On the Price Determination Date, unless extended, Cheniere will issue a press release specifying, among other things, the Consideration for the Notes validly tendered and accepted.

For holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase and Notice of Guaranteed Delivery, the deadline to validly tender Notes using the guaranteed delivery procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on 13 December 2022.

Concurrently with, or shortly after, the commencement of the tender offer, CCH intends to issue a notice of redemption for all or a portion of the Notes that remain outstanding following the consummation or termination of the tender offer. Any such redemption would be made in accordance with the terms of the Base Indenture, as supplemented by the Third Supplemental Indenture (together, the Indenture), pursuant to which the Notes were issued, which provides for a make-whole redemption price based on the treasury rate plus 50 basis points. Neither this statement of intent nor similar statements of such intent included elsewhere in this press release shall constitute a notice of redemption under the Indenture. Any such notice, if made, will only be made in accordance with the provisions of the Indenture.

Cheniere has retained BofA Securities to act as the dealer manager and D.F. King & Co., Inc. to act as the tender and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities at (980) 388 3646, (888) 292 0070, or debt_advisory@bofa.com. Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (888) 280-6942 (all others, toll-free) or email cheniere@dfking.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: www.dfking.com/cheniere.

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