Skip to main content

Cheniere Energy Partners, L.P.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

CQP$60.22+2.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of cash and cash equivalents, restricted cash and cash equivalents and available commitments under our credit facilities. Additionally, we expect to meet our long term cash requirements by using operating cash flows and other future potential sources of liquidity, which may include debt offerings by us or our subsidiaries and equity offerings by us.

The table below provides a summary of our available liquidity (in millions). Future material sources of liquidity are discussed below.

September 30, 2025
Cash and cash equivalents$121
Restricted cash and cash equivalents designated for the Liquefaction Project43
Available commitments under our credit facilities (1):
SPL Revolving Credit Facility815
CQP Revolving Credit Facility1,000
Total available commitments under our credit facilities1,815
Total available liquidity$1,979

(1)Available commitments represent total commitments less loans outstanding and letters of credit issued under each of our credit facilities as of September 30, 2025. See Note 8—Debt of our Notes to Consolidated Financial Statements for additional information on our credit facilities and other debt instruments.

Our liquidity position subsequent to September 30, 2025 will be driven by future sources of liquidity and future cash requirements. For a discussion of our future sources and uses of liquidity, see the liquidity and capital resources disclosures in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in ourannual report on Form 10-K for the fiscal year ended December 31, 2024.

Although our sources and uses of cash are presented below from a consolidated standpoint, we and our subsidiary SPL operate with independent capital structures. Certain restrictions or requirements under debt instruments executed by SPL limit its ability to distribute cash, including the following:

SPL is required to deposit all cash received into restricted cash and cash equivalents accounts under certain of their debt agreements. The usage or withdrawal of such cash is restricted to the payment of liabilities related to the

Liquefaction Project and other restricted payments. In addition, SPL’s operating costs are managed by subsidiaries of Cheniere under affiliate agreements, which may require SPL to advance cash to the respective affiliates; and

SPL is restricted by affirmative and negative covenants included in certain of its debt agreements in its ability to make certain payments, including distributions, unless specific requirements are satisfied.

Despite the restrictions noted above, we believe that sufficient flexibility exists to enable each independent capital structure to meet its currently anticipated cash requirements. The sources of liquidity at SPL primarily fund the cash requirements of SPL, and any remaining liquidity not subject to restriction, as supplemented by liquidity provided by SPLNG, is available to enable CQP to meet its cash requirements.

Supplemental Guarantor Information

Certain debt obligations of CQP (the“Guaranteed Obligations”), consisting of the $1.5 billion of 4.500% Senior Notes due 2029, $1.5 billion of 4.000% Senior Notes due 2031, $1.2 billion of 3.25% Senior Notes due 2032, $1.4 billion of 5.950% Senior Notes due 2033, $1.2 billion of 5.750% Senior Notes due 2034 and $1.0 billion of 5.550% Senior Notes due 2035 (collectively, the“CQP Senior Notes”) are jointly and severally guaranteed by certain subsidiaries of CQP (each a“Guarantor” and collectively, the “CQP Guarantors”), as prescribed within the respective debt agreements governing such Guaranteed Obligation.

The CQP Guarantors’ guarantees of such Guaranteed Obligations are full and unconditional, subject to certain release provisions including, as applicable, (1) the sale, disposition or transfer (by merger, consolidation or otherwise) of the capital stock or all or substantially all of the assets of a Guarantor, (2) the liquidation or dissolution of a Guarantor, (3) following the release of a Guarantor from another guarantee that resulted in the creation of its guarantee of the Guaranteed Obligation and (4) the legal defeasance or satisfaction and discharge of obligations under the indenture governing the CQP Senior Notes. In the event of a default in payment of the principal or interest by us, whether at maturity of the respective debt obligation or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the CQP Guarantors to enforce the guarantee.

The Guaranteed Obligations contain affirmative and negative covenants that are customary for the respective debt instrument, including, with limited exceptions, restrictions on CQP’s and the CQP Guarantors’ ability to incur additional indebtedness and/or liens, enter into hedging arrangements and/or engage in transactions with affiliates. The Guaranteed Obligations also include events of default that are customary for the respective debt instrument, which are subject to customary grace periods and materiality standards.

The rights of holders of the Guaranteed Obligations against the CQP Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of the CQP Guarantors. Moreover, this provision may not be effective to protect the guarantee from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.

The following tables include summarized financial information of CQP (the“Parent Issuer”) and the CQP Guarantors (together with the Parent Issuer, the“Obligor Group”) on a combined basis. Investments in and equity in the earnings of SPL and, subject to certain conditions governing its guarantee, Sabine Pass LP (collectively with SPL, the“Non-Guarantors”), which are not currently members of the Obligor Group, have been excluded. Intercompany balances and transactions between entities in the Obligor Group have been eliminated. Although the creditors of the Obligor Group have no claim against the Non-Guarantors, the Obligor Group may gain access to the assets of the Non-Guarantors upon bankruptcy, liquidation or reorganization of the Non-Guarantors due to its investment in these entities. However, such claims to the assets of the Non-Guarantors would be subordinated to any claims by the Non-Guarantors’ creditors, including trade creditors.

Summarized Balance Sheets (in millions)September 30,December 31,
20252024
ASSETS
Current assets
Current assets, net$163$312
Current assets—affiliate180103
Current assets with Non-Guarantors4053
Total current assets383468
Non-current assets, net2,9863,034
Total assets$3,369$3,502
LIABILITIES
Current liabilities
Current liabilities$154$148
Current liabilities—affiliate3357
Current liabilities due to Non-Guarantors189120
Total current liabilities376325
Long-term debt, net of premium, discount and debt issuance costs7,7216,731
Other non-current liabilities133141
Non-current liabilities—affiliate1418
Total liabilities$8,244$7,215
Summarized Statement of Operations (in millions)Nine Months Ended September 30, 2025
Revenues$149
Revenues from Non-Guarantors411
Total revenues560
Operating costs and expenses189
Operating costs and expenses—affiliate154
Operating costs and expenses—Non-Guarantors1
Total operating costs and expenses344
Income from operations216
Net income$(42)

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash, cash equivalents and restricted cash and cash equivalents (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.

Nine Months Ended September 30,
20252024
Net cash provided by operating activities$1,881$2,092
Net cash used in investing activities(180)(112)
Net cash used in financing activities(1,916)(2,200)
Net decrease in cash, cash equivalents and restricted cash and cash equivalents$(215)$(220)

Operating Cash Flows

The $211 million decrease between the periods was primarily related to cash flows attributed to working capital, mainly due to differences in timing of cash collections from the sale of LNG cargoes, as well as payments to suppliers.

Investing Cash Flows

Cash outflows for property, plant and equipment during the nine months ended September 30, 2025 and 2024 were primarily related to optimization and other site improvement projects.

Financing Cash Flows

The following table summarizes our financing activities (in millions):

Nine Months Ended September 30,
20252024
Proceeds from issuances of debt and borrowings$1,262$1,228
Redemptions and repayments of debt(1,617)(1,680)
Debt issuance and other financing costs(13)(15)
Distributions(1,539)(1,729)
Other(9)(4)
Net cash used in financing activities$(1,916)$(2,200)

Proceeds from Issuances of Debt and Borrowings

The following table shows the proceeds from issuances of debt and borrowings, including intra-quarter activity (in millions):

Nine Months Ended September 30,
20252024
Proceeds from issuances of debt and borrowings
CQP:
5.750% Senior Notes due 2034$—$1,198
5.550% Senior Notes due 2035997—
SPL:
SPL Revolving Credit Facility26530
Total proceeds from issuances of debt and borrowings$1,262$1,228

Debt Redemptions and Repayments

The following table shows the redemptions and repayments of debt, including intra-quarter activity (in millions):

Nine Months Ended September 30,
20252024
Redemptions and repayments of debt
SPL:
5.750% Senior Notes due 2024$—$(300)
5.625% Senior Notes due 2025(300)(1,350)
5.875% Senior Notes due 2026(1,000)—
4.746% weighted average rate Senior Notes due 2037(52)—
SPL Revolving Credit Facility(265)(30)
Total redemptions and repayments of debt$(1,617)$(1,680)

Cash Distributions to Unitholders

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement). Our available cash is our cash on hand at the end of a quarter less the amount of any reserves established by our general partner. All distributions paid to date have been made from accumulated operating surplus.

The following provides a summary of distributions paid by us during the nine months ended September 30, 2025 and 2024:

Total Distribution (in millions)
Date PaidPeriod Covered by DistributionDistribution Per Common UnitCommon UnitsGeneral Partner UnitsIncentive Distribution Rights
August 14, 2025April 1 - June 30, 2025$0.820$397$10$104
May 15, 2025January 1 - March 31, 20250.82039710104
February 14, 2025October 1 - December 31, 20240.82039710104
August 14, 2024April 1 - June 30, 20240.8103921099
May 15, 2024January 1 - March 31, 20240.8103921099
February 14, 2024October 1 - December 31, 20231.03550114204

In addition, Tug Services distributed $6 million and $8 million during the nine months ended September 30, 2025 and 2024, respectively, to Cheniere Terminals in accordance with their terminal marine service agreement, which is recognized as part of the distributions to the holder of our general partner interest. Refer to Note 10—Related Party Transactions of our Notes to Consolidated Financial Statements for further discussion of this agreement.

On October 28, 2025, with respect to the third quarter of 2025, we declared a cash distribution of $0.830 per common unit to unitholders of record as of November 7, 2025, and the related general partner distribution, to be paid on November 14, 2025. These distributions consist of a base amount of $0.775 per unit and a variable amount of $0.055 per unit.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.