Cheniere Energy Partners LP美股招股说明书(2026-01-26版)

Offer to exchange up to $1,000,000,000 of 5.550% Senior Notes due 2035(CUSIP No. 16411Q AW1)that have been registered under the Securities Act of 1933 for $1,000,000,000 of 5.500% Senior Notes due 2035(CUSIP Nos. 16411Q AV3 and U16353 AJ0)that have not been registered under the Securities Act of 1933 Terms of the Exchange Offer: •We are offering to exchange up to $1.0billion aggregate principal amount of registered 5.550% Senior Notes due 2035 (CUSIP No.16411Q AW1) (the “New Notes”) for any and all of our $1.0billion aggregate principal amount of unregistered 5.550% Senior Notes due2035 (CUSIP Nos. 16411Q AV3 and U16353 AJ0) (the “Old Notes” and together with the New Notes, the “Notes”) that were issued onJuly10, 2025.•We will exchange all outstanding Old Notes that are validly tendered and not properly withdrawn prior to the expiration of the exchangeoffer for an equal principal amount of New Notes.•The terms of the New Notes will be substantially identical to those of the outstanding Old Notes except that the New Notes will beregistered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer, registrationrights or provisions for additional interest.•You may withdraw tenders of Old Notes at any time prior to the expiration of the exchange offer.•The exchange of Old Notes for New Notes should not be a taxable event for U.S. federal income tax purposes.•We will not receive any cash proceeds from the exchange offer.•The Old Notes are, and the New Notes will be, jointly and severally guaranteed by Cheniere Energy Investments, LLC, Sabine PassLNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, Cheniere Creole Trail Pipeline, L.P., and Cheniere Pipeline GPInterests, LLC, which are the same entities that guarantee the CQP Revolving Credit Facility (as defined herein) from time to time.•There is no established trading market for the New Notes or the Old Notes.•We do not intend to apply for listing of the New Notes on any national securities exchange or for quotation through any quotation system. Please read “RiskFactors” beginning on page9 for a discussion of certain risks that you should consider prior totendering your outstanding Old Notes in the exchange offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge by way of letter of transmittal that itwill deliver a prospectus in connection with any resale of New Notes. The letter of transmittal states that by so acknowledging and by delivering aprospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as itmay be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange forOld Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We and theSubsidiary Guarantors have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus availableto any broker-dealer for use in connection with any such resale. Please read “Plan of Distribution.” Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE CERTAIN DEFINITIONSFORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORS MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission, referred to in this prospectus as the SEC.No person has been authorized to give any information or any representation concerning us or the exchange offer (other than as contained in thisprospectus or the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any otherinformation that others may give you. We are not making an offer to sell these securities in any state or jurisdiction where the offer is not permitted. Youshould not assume that the information contained in or incorporated by reference into this prospectus is accurate as of any date other than the date on thefront cover of this prospectus or the date of such incorporated documents, as the case may be. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, current and other reports with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). OurSEC filings are available to the public over the Internet at the SEC’s website atht