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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cheniere Energy Partners LP Holdings, Llc | AMEX:CQH | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 32.07 | 0 | 01:00:00 |
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Delaware
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001-36234
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36-4767730
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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 1900
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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Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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EPC
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engineering, procurement and construction
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GAAP
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generally accepted accounting principles in the United States
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LNG
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liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
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SEC
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U.S. Securities and Exchange Commission
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Train
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an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
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PART I.
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FINANCIAL INFORMATION
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ITEM 1.
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CONSOLIDATED FINANCIAL STATEMENTS
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June 30,
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December 31,
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||||
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2018
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2017
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ASSETS
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(unaudited)
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Current assets
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Cash and cash equivalents
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$
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329
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$
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659
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Prepaid and other current assets
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326
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55
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Total current assets
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655
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714
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Deferred tax asset, net
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224
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—
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Total assets
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$
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879
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$
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714
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities
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Accounts payable and accrued liabilities
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$
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360
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$
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76
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Shareholders’ equity
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Common shares: unlimited shares authorized, 231.7 million shares issued and outstanding at June 30, 2018 and December 31, 2017
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664,931
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664,931
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Director voting share: 1 share authorized, issued and outstanding at June 30, 2018 and December 31, 2017
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—
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—
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Additional paid-in-capital
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(271,757
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)
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(271,757
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)
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Accumulated deficit
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(392,655
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)
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(392,536
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)
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Total shareholders’ equity
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519
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638
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Total liabilities and shareholders’ equity
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$
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879
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$
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714
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Three Months Ended June 30,
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Six Months Ended June 30,
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2018
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2017
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2018
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2017
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Equity income from investment in Cheniere Partners
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$
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131,930
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$
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5,085
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$
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251,866
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$
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10,169
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Expenses
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General and administrative expense
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2,760
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345
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3,109
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691
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General and administrative expense—affiliate
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269
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263
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538
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527
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Total expenses
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3,029
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608
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3,647
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1,218
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Income before income taxes
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128,901
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4,477
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248,219
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8,951
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Income tax provision
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(3,907
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)
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—
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(419
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)
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—
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Net income
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$
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124,994
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$
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4,477
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$
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247,800
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$
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8,951
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Net income per common share—basic and diluted
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$
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0.54
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$
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0.02
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$
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1.07
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$
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0.04
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Weighted average number of common shares outstanding—basic and diluted
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231,700
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231,700
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231,700
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231,700
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Cash dividends declared per common share
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$
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0.560
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$
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0.020
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$
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1.070
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$
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0.040
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Common Stock
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Shares
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Amount
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Additional Paid-in-Capital
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Accumulated Deficit
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Total Shareholders’
Equity |
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Balance at December 31, 2017
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231,700
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$
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664,931
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$
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(271,757
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)
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$
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(392,536
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)
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$
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638
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Dividends to shareholders
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—
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—
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—
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(247,919
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)
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(247,919
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)
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Net income
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—
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—
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—
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247,800
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247,800
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Balance at June 30, 2018
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231,700
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$
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664,931
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$
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(271,757
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)
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$
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(392,655
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)
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$
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519
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Six Months Ended June 30,
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2018
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2017
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Cash flows from operating activities
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Net income
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$
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247,800
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$
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8,951
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Adjustments to reconcile net income to net cash used in operating activities:
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Income from equity investment
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(251,866
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(10,169
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Deferred income taxes
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(224
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)
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—
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Changes in operating assets and liabilities:
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Receivables
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—
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153
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Accounts payable and accrued liabilities
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284
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7
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Accrued liabilities—affiliate
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—
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528
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Other, net
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(271
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(137
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Net cash used in operating activities
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(4,277
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)
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(667
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)
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Cash flows from investing activities
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Distributions from equity investment
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251,866
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10,169
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Cash flows from financing activities
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Dividends paid to shareholders
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(247,919
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)
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(9,268
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)
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Net increase (decrease) in cash and cash equivalents
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(330
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)
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234
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Cash and cash equivalents—beginning of period
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659
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219
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Cash and cash equivalents—end of period
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$
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329
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$
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453
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Summarized Cheniere Partners Consolidated Statements of Income Information
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||||||||||||||||
(in millions)
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||||||||||||||||
(unaudited)
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Three Months Ended June 30,
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Six Months Ended June 30,
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2018
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2017
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2018
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2017
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Revenues (including transactions with affiliates)
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$
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1,407
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$
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992
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$
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3,000
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$
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1,883
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Operating costs and expenses (including transactions with affiliates)
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(952
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(792
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(2,037
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(1,464
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Other expense
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(174
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(154
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(347
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(326
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Net income
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$
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281
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$
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46
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$
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616
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$
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93
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Summarized Cheniere Partners Consolidated Balance Sheets Information
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(in millions)
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June 30,
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December 31,
|
||||
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2018
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2017
|
||||
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(unaudited)
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Current assets
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$
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2,062
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$
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2,139
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Non-current assets
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15,480
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15,414
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Total assets
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$
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17,542
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$
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17,553
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Current liabilities
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$
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730
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$
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829
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Non-current liabilities
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16,084
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16,085
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Partners’ equity
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728
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639
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Total liabilities and partners’ equity
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$
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17,542
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$
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17,553
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Date Paid
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Period Covered by Distribution
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Distribution Per Common Unit
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Distribution Per Subordinated Unit
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Total Distribution Received
(in thousands)
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May 15, 2018
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January 1 - March 31, 2018
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$
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0.550
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$
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0.550
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$
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131,930
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February 14, 2018
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October 1 - December 31, 2017
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0.500
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0.500
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119,936
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May 15, 2017
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January 1 - March 31, 2017
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0.425
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—
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5,084
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February 13, 2017
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October 1 - December 31, 2016
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0.425
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—
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5,084
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Date Paid
|
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Period Covered by Dividend
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Dividend Per Share
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Total Dividend Paid
(in thousands)
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||||
May 30, 2018
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January 1 - March 31, 2018
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$
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0.560
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$
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129,752
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March 1, 2018
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October 1 - December 31, 2017
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0.510
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118,167
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May 30, 2017
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January 1 - March 31, 2017
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0.020
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4,634
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February 28, 2017
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October 1 - December 31, 2016
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0.020
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4,634
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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statements regarding our ability to consummate the transaction with Cheniere pursuant to which Cheniere will acquire all of our publicly held shares not already owned by Cheniere in a stock-for-stock transaction;
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•
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statements regarding our ability to pay dividends to our shareholders;
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•
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statements regarding Cheniere Partners’ ability to pay distributions to its unitholders;
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•
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statements regarding our anticipated tax rates and operating expenses;
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•
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statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products;
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•
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statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
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•
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statements relating to the construction of Cheniere Partners’ Trains, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any EPC or other contractor, and anticipated costs related thereto;
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•
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statements regarding any agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification, natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
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•
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statements regarding Cheniere Partners’ planned development and construction of additional Trains, including the financing of such Trains;
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•
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statements that Cheniere Partners’ Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
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•
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statements regarding our or Cheniere Partners’ business strategy, strengths, business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
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•
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statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions;
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•
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statements regarding Cheniere Partners’ anticipated LNG and natural gas marketing activities; and
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•
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any other statements that relate to non-historical or future information.
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•
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Our Business
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•
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Overview of Significant Events
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•
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Our Relationship with Cheniere Partners
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•
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Liquidity and Capital Resources
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•
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Results of Operations
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•
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Off-Balance Sheet Arrangements
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•
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Summary of Critical Accounting Estimates
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•
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Recent Accounting Standards
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•
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own and hold Cheniere Partners’ limited partner common units and subordinated units
(collectively, the “Cheniere Partners units”)
;
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•
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pay dividends on our shares from the distributions that we receive from Cheniere Partners, less income taxes and any reserves established by our Board of Directors
(our “Board”)
to pay our company expenses and amounts due under our services agreement
(the “Services Agreement”)
with a wholly owned subsidiary of Cheniere, to service and reduce indebtedness that we may incur and for company purposes, in each case as permitted by our limited liability company agreement
(“LLC Agreement”)
;
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•
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simplify tax reporting requirements for investors by issuing a Form 1099-DIV with respect to the dividends received on our shares rather than a Schedule K-1 that would be received as a unitholder of Cheniere Partners; and
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•
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designate members of the board of directors of Cheniere Partners GP to oversee the operations of Cheniere Partners.
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Six Months Ended June 30,
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2018
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2017
|
||||
Operating cash flows
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|
||||
Net cash used in operating activities
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$
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(4,277
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)
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$
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(667
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)
|
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||||
Investing cash flows
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|
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|
||||
Net cash provided by investing activities
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251,866
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10,169
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|
||||
Financing cash flows
|
|
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|
||||
Net cash used in financing activities
|
(247,919
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)
|
|
(9,268
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)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(330
|
)
|
|
234
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|
||
Cash and cash equivalents—beginning of period
|
659
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|
|
219
|
|
||
Cash and cash equivalents—end of period
|
$
|
329
|
|
|
$
|
453
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
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we will not realize the expected benefits of the combined company;
|
•
|
the market price of the shares of Cheniere common stock and our common shares may decline to the extent that their current market price reflects a market assumption that the Merger will be completed; and
|
•
|
some costs relating to the Merger, such as investment banking, legal and accounting fees, and financial printing and other related charges, must be paid even if the Merger is not completed.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
10.1
|
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|
10.2
|
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|
10.3
|
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|
10.4*
|
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|
10.11
|
|
|
31.1*
|
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|
31.2*
|
|
|
32.1**
|
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|
32.2**
|
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|
99.1*
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101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
CHENIERE ENERGY PARTNERS LP HOLDINGS, LLC
|
|
|
|
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|
Date:
|
August 8, 2018
|
By:
|
/s/ Michael J. Wortley
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Michael J. Wortley
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Executive Vice President and Chief Financial Officer
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|
|
(on behalf of the registrant and
as principal financial officer) |
|
|
|
|
Date:
|
August 8, 2018
|
By:
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/s/ Leonard E. Travis
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|
Leonard E. Travis
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|
|
|
Vice President and Chief Accounting Officer
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|
|
|
(on behalf of the registrant and
as principal accounting officer) |
1 Year CHENIERE ENERGY PARTNERS LP HOLD Chart |
1 Month CHENIERE ENERGY PARTNERS LP HOLD Chart |
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