Cheniere Energy Agrees to Issue $1.2 Billion of 5.800% Senior Notes Due 2037

Executive Summary

On November 2, 2026, Cheniere Energy, Inc. entered into a Purchase Agreement with Morgan Stanley & Co. LLC, acting as representative for the initial purchasers, to issue and sell $1.2 billion aggregate principal amount of its 5.800% Senior Notes due 2037. The notes were priced at 99.313% of par, with a purchase price to the initial purchasers of 98.93953% of par.

Key Terms & Structure

• Issuer: Cheniere Energy, Inc.
• Securities: 5.800% Senior Notes due 2037
• Principal Amount: $1,200,000,000
• Offering Price: 99.313% of face value
• Purchase Price: 98.93953% of face value (reflecting an underwriting discount of approximately 0.37347%)
• Maturity Date: 2037
• Expected Closing Date: November 17, 2026
• Governing Indenture: Base Indenture dated March 19, 2026, with The Bank of New York Mellon as Trustee, supplemented by a Third Supplemental Indenture to be dated November 17, 2026.
• Registration Rights: Cheniere entered into a Registration Rights Agreement requiring the company to file an exchange offer registration statement for freely tradeable Exchange Securities substantially identical to the notes, or a shelf registration under specified conditions.
• Exemption: The offering was conducted in private transactions exempt from registration under Section 4(a)(2), Rule 144A, and Regulation S under the Securities Act of 1933.

Market & Capital Structure Impact

The issuance expands Cheniere Energy's long-term debt profile with maturity extended out to 2037 at a fixed coupon of 5.800%. Given the company's capital allocation strategy and LNG infrastructure operations, the proceeds are typically deployed toward general corporate purposes, debt refinancing, or funding capital projects. While non-dilutive to equity holders, it increases total funded debt obligations by $1.2 billion.