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): November 14,
2007
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CHENIERE
ENERGY PARTNERS, L.P.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-33366
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20-5913059
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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700
Milam Street
Suite
800
Houston,
Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (713)
375-5000
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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 (see General Instruction A.2. below):
□ 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)
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
7.01. Regulation FD
Disclosure.
On
November 14, 2007, Cheniere Energy Partners, L.P. presented its corporate
presentation. The corporate presentation is attached as Exhibit 99.1
to this report and is incorporated by reference into this Item
7.01.
The
information included in this Item 7.01 of this Current Report on Form 8-K shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and
Exhibits.
d) Exhibits
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Exhibit
Number
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Description |
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99.1
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Corporate
presentation, dated November 14,
2007.
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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.
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CHENIERE
ENERGY PARTNERS, L.P.
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By:
Cheniere Energy Partners GP, LLC,
its
general partner
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Date: November
14, 2007
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By:
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/s/
Don A. Turkleson
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Name:
Don A. Turkleson
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Title: Senior
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description |
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99.1
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Corporate
presentation, dated November 14,
2007.*
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*Filed
herewith
Cheniere
Energy Partners November 2007 CHENIERE ENERGY PARTNERS ,L
.P. Corpus Christi LNG, LLC Cheniere Energy, Inc. 100% Artist’s
Rendition Creole Trail LNG, L.P. Cheniere Energy, Inc.
100% Freeport LNG Development, L.P. Cheniere Energy, Inc.
30% Sabine Pass LNG, L.P. Cheniere Energy Partners,
L.P. Cheniere Energy, Inc. 91%
2 This
presentation contains certain statements that are, or may be deemed to be,
“forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. All statements, other than statements of historical facts,
included herein are “forwardlooking statements.” Included among
“forward-looking statements” are, among other things: statements
that we expect to commence or complete construction of each or any of our
proposed liquefied natural gas, or LNG, receiving terminals by certain
dates, or at all; statements that we expect to receive authorization
from the Federal Energy Regulatory Commission, or FERC, to construct and operate
proposed LNG receiving terminals by a certain date, or at all;
statements regarding future levels of domestic natural gas production and
consumption, or the future level of LNG imports into North America, or regarding
projected future capacity of liquefaction or regasification, liquifaction
utilization or total monthly LNG trade facilities worldwide, regardless of
the
source of such information statements regarding any financing
transactions or arrangements, whether on the part of Cheniere or at the project
level; statements relating to the construction of our proposed LNG
receiving terminals, including statements concerning estimated costs, and
the engagement of any EPC contractor; statements regarding any
Terminal Use Agreement, or TUA, or other commercial arrangements presently
contracted, optioned, marketed or potential arrangements to be performed
substantially in the future, including any cash distributions and revenues
anticipated to be received; statements regarding the commercial terms and
potential revenues from activities described in this presentation;
statements regarding the commercial terms or potential revenue from any
arrangements which may arise from the marketing of uncommitted capacity
from any of the terminals, including the Creole Trail and Corpus Christi
terminals which do not currently have contractual commitments;
statements regarding the commercial terms or potential revenue from any
arrangement relating to the proposed contracting for excess or
expansion capacity for the Sabine Pass LNG Terminal or the Indexed Purchase
Agreement (“IPA”) or LNG spot purchase examples described in this
presentation; statements that our proposed LNG receiving terminals,
when completed, will have certain characteristics, including amounts of
regasification and storage capacities, a number of storage tanks and docks
and pipeline interconnections; statements regarding Cheniere and
Cheniere Marketing forecasts, and any potential revenues and capital
expenditures which may be derived from any of Cheniere business
groups; statements regarding Cheniere Pipeline Company, and the
capital expenditures and potential revenues related to this business group;
statements regarding our proposed LNG receiving terminals’ access to
existing pipelines, and their ability to obtain transportation capacity on
existing pipelines; statements regarding the Louisiana Natural Gas Header,
and its potential business opportunities statements regarding
possible expansions of the currently projected size of any of our proposed
LNG
receiving terminals; statements regarding the payment by Cheniere
Energy Partners, L.P. of cash distributions; statements regarding
our business strategy, our business plan or any other plans, forecasts,
examples, models, or objectives; any or all of which are subject to
change; statements regarding estimated corporate overhead expenses;
and any other statements that relate to non-historical
information. These forward-looking statements are often identified by the
use of terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,”
“example,” “expect,” “forecast,” “opportunities,” “plan,” “potential,”
“project,” “propose,” “subject to,” and similar terms and phrases. Although we
believe that the expectations reflected in these forwardlooking statements
are reasonable, they do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. You should not place undue reliance
on these forward-looking statements, which speak only as of the date of this
presentation. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of a variety of factors,
including those discussed in “Risk Factors” in the Cheniere Energy, Inc. Annual
Report on Form 10-K for the year ended December 31, 2006, which are
incorporated by reference into this presentation. 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 are
made as of the date of this presentation, and we undertake no obligation
to publicly update or revise any forward-looking
statements. Safe Harbor Act
3 Value
Drivers Cheniere Marketing Cheniere Marketing Asset Development Asset Development Partnership Interests Partnership Interests Sabine
Pass LNG 4.0 Bcf/d LNG Terminal Sabine Pass LNG 4.0
Bcf/d LNG Terminal Cheniere Energy Partners,
L.P. AMEX:CQP 91% Interest (GP & LP units) Cheniere
Energy Partners, L.P. AMEX:CQP 91% Interest (GP & LP
units) Creole Trail LNG Terminal Creole Trail LNG
Terminal Creole Trail Pipeline Creole
Trail Pipeline Corpus Christi LNG Terminal Corpus
Christi LNG Terminal Freeport LNG Development,
L.P. (Freeport LNG Terminal) 30% Equity Interest Freeport
LNG Development, L.P. (Freeport LNG Terminal) 30% Equity
Interest Louisiana Natural Gas Header (Proposed
Pipeline) Louisiana Natural Gas Header (Proposed
Pipeline)
4 CQP
Investment Highlights Stable, 20-year cash flows under take-or-pay
contracts Strong natural gas fundamentals support increased LNG
imports Largest LNG receiving terminal in North America when
complete Fully-funded construction costs; leading EPC
contractors Focusing on strategic development projects
Strong sponsorship from parent supported by 90% ownership
Experienced management team
5 Sabine
Pass LNG 4 Bcf/d Receiving Terminal Sabine Pass Construction Site
– November 2007 Land – 853 acres in Cameron Parish, LA
Accessibility – Deep Water Ship Channel – Sabine River Channel dredged to
40 feet Proximity – 3.7 nautical miles from coast – 22.8
nautical miles from outer buoy Berthing/Unloading – 2
docks – LNGCs up to 265,000 cm – 4 dedicated tugs
Storage – Phase I: 3 x 160,000 cm (10.1 Bcfe) – Phase II: 2 x 160,000
cm (6.7 Bcfe) Vaporization – Phase I: 2.6 Bcf/d – Phase
II: 1.4 Bcf/d Potential Pipeline Access (Interstate) – Access
to NE, MW, SE, & Mid-Atlantic markets – 14 Bcf/d Within 150
Miles Regional Market - Strong Gas Demand – Port Arthur,
Beaumont, Orange, Lake Charles
6 Sabine Pass
Terminal Update November 2007
7 Key
Milestones Q3 2008 Expected completion of Phase 1 (2.6
Bcf/d) April 2009 Expected start of Total
TUA payments ( $125 million per year) July
2009 Expected start of Chevron TUA payments ( $125
million per year) Q2 2008 Expected start of
Cheniere Marketing TUA payments ($5 million
per month) 2008 January 2009 Expected start of full
Cheniere Marketing TUA payments ( $250 million per
year) Q2 2008 Expected start of Phase
1 commercial operation Q3
2009 Expected completion of Phase 2 – Stage 1 (4.0
Bcf/d) 2009 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
8 Agreements
Provide Stable Cash Flows (1) Fees do not vary with the actual quantity of
LNG processed; tax reimbursement not included in the fees. (2) No inflation
adjustments. (3) Subject to annual inflation adjustment. (4) Subject
to terminal completion. (5) Cheniere Marketing TUA payments for 2008 will
be $5.0 million per month and will increase to $0.32/MMBtu starting
1/1/09. 20-year Terminal Use Agreements provide visibility for cash
distributions. Total LNG Chevron USA Cheniere Marketing Capacity 1.0
Bcf/d 1.0 Bcf/d 2.0 Bcf/d Fees(1) Reservation Fee(2) $0.28/MMBTU
$0.28/MMBTU $0.28/MMBTU Opex Fee(3) $0.04/MMBTU $0.04/MMBTU
$0.04/MMBTU 2010 Full-Year Revenues $126 million $130 million
$256 million Term 20 years 20 years 20 years Guarantor Total
S.A. Chevron Corp. Cheniere Guarantor Credit Rating Aa1/AA Aa2/AA
NR/B Payment Start Date April 1, 2009(4) July 1, 2009(4) April 1, 2008
(4)(5)
9 Estimated
CQP Cash Flow Summary Phase 1 Completed Phase
2 Completed (1) Twelve months ended June 30, 2010. (US$ Millions)
For the twelve months ended December 31, 2007e 2008e 2009e 2010e
(1) Revenue $0 $48 $415 $511 EBITDA (13) 9 369 461 Cash Received
from Sabine Pass 0 0 257 308 Annual Distributions to Unit Holders 34
46 257 281 Reserve Account Balance $66 $22 -- -- Quarterly Cash
Distributions per Unit $0.425 $0.425 $0.425 $0.425
10 Target
Market Access Midwest Markets Midwest Midwest Markets
Markets Northeast Markets Northeast Northeast Markets
Markets Southeast Markets Southeast Southeast Markets
Markets Gulf Coast Markets Gulf Coast Gulf
Coast Markets Markets Mexican Markets Mexican
Mexican Markets Markets
11 Development
Projects Fuel Efficiency Projects at Sabine Pass LNG – Waste
Heat Recovery and Ambient Air Vaporizers (AAV) – Maximizes plant fuel
efficiency – Developed over next few years, expected in-service 2010 –
2011 – Funding from excess cash and financing Louisiana
Natural Gas Header – Proposed pipeline extending from Louisiana to
Alabama
12 Louisiana
Natural Gas Header Proposed Pipeline After construction
completion it will provide supply diversity – Access to new and existing
LNG gas supply in and around Louisiana; nearly 10 Bcf/d regas capacity by
2010 – Access to traditional offshore, onshore and recently developed
unconventional supply Connect to growing Southeast demand
markets – Natural gas demand expected to increase driven by electric
generation – Incremental natural gas necessary to satisfy new electric
generation in Florida alone is estimated at
1Bcf/d 330-mile long proposed interstate pipeline system
comprised of both 42-inch and 36-inch diameter pipeline
Expected in-service date as early as mid 2010 Non-binding open
season held from November 15 to January 15 to gauge prospective shipper
interest
13 Dq SESH
- Lucedale SONAT Gulf South FGT 11 Tennessee
Dequincy TGC, TETCO, Transco 45, Sempra, Liberty
Storage Cheniere Sabine Pass LNG Johnson Bayou NGPL,
Bridgeline, SWLateral TETCO FGT Tennessee Scale -
Approximate 0 40 60 miles 20 FGT 9 Am LIG Louisiana Natural
Gas Header Gulfstream Eunice ANR, TxGas, Egan
Storage, Pine Prairie Storage Transco 65 Louisiana
Natural Gas Header Creole Trail – Under Construction Creole
Trail – FERC Authorized
14 Cheniere
Energy, Inc.
15 Value
Drivers Cheniere Marketing Cheniere Marketing Asset Development Asset Development Partnership Interests Partnership Interests Sabine
Pass LNG 4.0 Bcf/d LNG Terminal Sabine Pass LNG 4.0
Bcf/d LNG Terminal Cheniere Energy Partners,
L.P. AMEX:CQP 91% Interest (GP & LP units) Cheniere
Energy Partners, L.P. AMEX:CQP 91% Interest (GP & LP
units) Creole Trail LNG Terminal Creole Trail LNG
Terminal Creole Trail Pipeline Creole
Trail Pipeline Corpus Christi LNG Terminal Corpus
Christi LNG Terminal Freeport LNG Development,
L.P. (Freeport LNG Terminal) 30% Equity Interest Freeport
LNG Development, L.P. (Freeport LNG Terminal) 30% Equity
Interest Louisiana Natural Gas Header (Proposed
Pipeline) Louisiana Natural Gas Header (Proposed
Pipeline)
16 Freeport
LNG Development, L.P. Cheniere Energy, Inc.
30% 0.9 0.5 0.15 Capacity Bcf/d $15
MM Conoco Dow Mitsubishi Est. Annual Distribution to
Cheniere Energy, Inc. Sold – Terminal Use Agreement (TUA)
Expect to begin cash distributions in 3rd quarter 2008
17 Sabine
PL Targa Transco Gulf South Trunkline Jefferson
Island Storage Sabine Pass LNG Terminal Phase I – 2Q
2008 Phase II – 2Q 2009 Sabine Pass LNG Terminal Phase I –
2Q 2008 Phase II – 2Q 2009 Creole Trail LNG Terminal Creole
Trail LNG Terminal Henry
Hub Varibus NGPL Transco Bridgeline Tennessee Florida
Gas Creole Trail
Pipeline Liberty Storage Starks Storage Hackberry Storage Texas
Eastern Gulf Coast Markets Northeast Markets Southeast
Markets Midwest / Great Lakes Markets Connects with Henry
Hub Gulf of Mexico Gulf of Mexico 4Q 2007 ANR Texas
Gas Transco Florida Gas Columbia
Gulf Cypress Egan Storage Pine Prairie Energy
Center Tennessee 2Q 2008 M.P. 58 Creole Trail – MP
58 Creole Trail – Phase II Potential Pipeline
Interconnects:
18 Cheniere
Marketing Houston London Paris Global Market : Global
Organization Maximizing the value of Cheniere’s infrastructure
network
19 Everett
Everett Cove Point Cove Point Elba Island Elba
Island Lake Charles Lake Charles Sabine Pass Sabine
Pass Freeport Freeport Golden Pass Golden Pass Cameron
Cameron Costa Azúl Costa Azúl Canaport
Canaport Existing Under Construction Altamira
Altamira Source: Websites of Terminal Owners, Wood Mackenzie Limited, Poten
& Partners Altamira 700 Shell, Total Costa Azul
1,000 Shell, Sempra Canaport 1,000 Irving, Repsol Total
16,800 Golden Pass 2,000 ExxonMobil, ConocoPhillips, QP Cameron
1,500 Sempra, ENI Sabine Pass 4,000 Total, Chevron,
Cheniere Freeport 1,500 ConocoPhillips, Dow Lake Charles - BG
1,800 Elba Island 800 BG, Marathon, Shell Cove Point
1,800 BP, Statoil, Shell Everett - Suez
700 Baseload Sendout (MMcf/d) Terminal Capacity
Holder North America Onshore Regasification Capacity By 2010 15.8
Bcf/d North American Atlantic Basin capacity @ 65% utilization =
10.3 Bcf/d
20 Next
Generation of Terminals Including Some Terminals Under
Construction No ground breaking of a new LNG terminal in the U.S in
2007 – Mobilization of Notice to Proceed to in-service is 48 months
- 2012 at earliest Higher construction costs: $1 billion
for 1 Bcf/d Utilization constraints: – Operational:
Marine access Pipeline takeaway Storage – Market size and
access Affects regional price basis – Seasonality
Estimated Regas hurdle rate for new projects: $0.75 - $1.00 / MMBtu Note:
The above are Cheniere’s estimates concerning the construction and
utilization of the next generation of LNG terminals
21 Contractual
Trends Away from
Utilities 0 10 20 30 40 50 Bcf/d 2005
2006 2007 2008 2009 2010 2011 2012 Non-Utility Non-Utility Uncommitted
Uncommitted Utility Utility 44% of 2010 LNG supply will seek premium
markets Source: Estimates according to Cheniere Research
22 Demand
Seasonality Gas demand is growing in seasonal markets that cannot service
their swing with storage The U.S. Gulf Coast provides a complementary
market to baseload European LNG buyers Source: IEA 2006 Demand -
Bcf/d 0 5 10 15 20 25 30 Jan Feb Mar Apr
May Jun Jul Aug Sep Oct Nov
Dec Belgium Spain France UK US GC
23 Gulf Coast
is Ideal LNG Destination Pipeline gas supply will compete to push LNG to
higher value markets Existing pipelines New pipelines Expansion
pipelines Winter LNG Flows Summer LNG Flows
24 1.5
1.5 1.5 1.5 1.8 1.8 1.8 1.6 0.5 0.5 0.5 0.5 2.0 2.0 2.0
2.0 0.4 0.4 0.4
0.4 1.3 2.3 4.9 0.2 0.2 0.2 0.3 9.2 11.7 7.9 6.6 - 2 4 6 8 10 12 2007
2008 2009 2010 Bcf/d Nigeria Yemen Qatar Oman Abu
Dhabi Trinidad Norway Eq.
Guinea Egypt Algeria Flexible LNG to the Atlantic
Basin Flexible LNG to the Atlantic Basin by Producing Country 12
Bcf/d of LNG with access to Atlantic Basin has destination
flexibility Additional volumes could become flexible should the contract
parties agree Source: Cheniere Research
25
1 Bcf/d by 2010 – 12 Bcf/d of undecided gas globally 86% of
Henry Hub (94% - 65 cents; GdF transaction) Seek to capture
portion of redirect rights – Estimate 30 cargoes annually Cheniere
Marketing Strategy Maximize Value of 2 Bcf/d Terminal Capacity Term
Contracts: Indexed Purchase Agreements (IPA) Spot Market: 1
Bcf/d portion Seek to capture arbitrage value of HH vs
NBP LNG Gateway: 60 to 100 cargoes annually Note: The
above outlines the current strategy of Cheniere Marketing, which is subject
to
change. Please refer to Page 2 of this presentation.
26 Conclusion
Stable, 20-year cash flows under take-or-pay contracts Strong
natural gas fundamentals support increased LNG imports Largest LNG
receiving terminal in North America when complete Fully-funded
construction costs; leading EPC contractors Focusing on strategic
development projects Strong sponsorship from parent supported by
90% ownership Experienced management
team