Cheniere Energy, Inc. filed a current report on Form 8-K on November 3, 2026, disclosing that on November 2, 2026, it entered into a Purchase Agreement with Morgan Stanley & Co. LLC to sell $1.2 billion aggregate principal amount of 5.800% Senior Notes due 2037 at 99.313% of par.

Key Highlights

  • Offering size: $1.2 billion aggregate principal amount of Senior Notes due 2037.
  • Coupon rate: 5.800% per annum.
  • Issue price: 99.313% of par.
  • Lead representative: Morgan Stanley & Co. LLC served as representative of the initial purchasers.
  • Private placement: The offering is being made in reliance upon an exemption from Securities Act registration requirements, to "qualified institutional buyers" under Rule 144A and to persons outside the United States under Regulation S.
  • Agreement date: The Purchase Agreement was dated November 2, 2026.

Cheniere Energy's $1.2 Billion Senior Notes Transaction Details

According to the filing, Cheniere Energy, Inc. (NYSE:LNG) entered into a Purchase Agreement on November 2, 2026, with Morgan Stanley & Co. LLC, acting as representative of the initial purchasers, to issue and sell $1.2 billion aggregate principal amount of 5.800% Senior Notes due 2037. The filing disclosed that the Notes will be issued at 99.313% of par. The Purchase Agreement, filed as Exhibit 1.1, "contains customary representations, warranties and agreements by Cheniere and customary conditions to closing and indemnification obligations of Cheniere and the Initial Purchasers," according to the filing.

The filing noted that the offering is being conducted as a private transaction exempt from Securities Act registration requirements, available only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A and to persons outside the United States under Regulation S. The filing also noted that certain initial purchasers and their affiliates have provided, and may continue to provide, "commercial banking, financial advisory, investment banking and other services to Cheniere and its subsidiaries in the ordinary course of business."

Separately, the filing reported under Item 7.01 that on November 2, 2026, Cheniere issued two news releases: one announcing the intended offering and a second announcing the pricing of the Notes. The report was signed by Zach Davis, Executive Vice President and Chief Financial Officer, on behalf of Cheniere Energy, Inc.

What Was Disclosed

Cheniere Energy disclosed the execution of a Purchase Agreement for a $1.2 billion private offering of 5.800% Senior Notes due 2037, priced at 99.313% of par, with Morgan Stanley & Co. LLC as representative of the initial purchasers, in a transaction relying on Rule 144A and Regulation S exemptions.