Corpus Christi Pipeline GP 424B3Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-263502

PROSPECTUS

CHENIERE CORPUS CHRISTI HOLDINGS, LLC

Offer to exchange up to

$750,000,000 of 2.742% Senior Secured Notes due 2039

(CUSIP No. 16412X AL9)

that have been registered under the Securities Act of 1933

for

$750,000,000 of 2.742% Senior Secured Notes due 2039

(CUSIP NOS. 16412X AK1 AND U16327 AE5)

that have not been registered under the Securities Act of 1933

THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW YORK

CITY TIME, ON APRIL 25, 2022, UNLESS WE EXTEND IT

Terms of the Exchange Offer:

Please read “Risk Factors” beginning on page 16 for a discussion of certain risks that you should consider prior to tendering 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 upon the 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 it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may 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 for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. Please read “Plan of Distribution.”

The date of this prospectus is March 25, 2022.

TABLE OF CONTENTS

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to Corporate Secretary, Cheniere Corpus Christi Holdings, LLC, 700 Milam Street, Suite 1900, Houston, Texas 77002 (telephone number (713) 375-5000).

In order to ensure timely delivery of this information, any request should be made by April 18, 2022, five business days prior to the expiration date of the exchange offer.

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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 this prospectus or the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any other information 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. You should 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 the front 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”). Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. We will provide you upon request, without charge, a copy of the notes and the indenture governing the notes. You may request copies of these documents by contacting us at:

Cheniere Corpus Christi Holdings, LLC

Attention: Corporate Secretary

700 Milam Street, Suite 1900

Houston, Texas, 77002

(713) 375-5000

We also make all periodic and other information filed or furnished with the SEC available, free of charge, on our website at www.cheniere.com as soon as reasonably practicable after such information is electronically filed with or furnished to the SEC. Except as otherwise set forth herein, information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

PRESENTATION OF INFORMATION

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry publications or other publicly available information. Although we believe that these sources are reliable, we have not independently verified and do not guarantee the accuracy or completeness of this information.

In this prospectus, unless the context otherwise requires:

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain statements that are, or may be deemed to be, “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things:

All of these types of statements, other than statements of historical or present facts or conditions, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “achieve,” “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intend,” “plan,” “potential,” “predict,” “project,” “pursue,” “target,” the negative of such terms or

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other comparable terminology. The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained in this prospectus are not guarantees of future performance and that such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those anticipated or implied in forward-looking statements as a result of a variety of factors described in this prospectus and in the reports and other information that we file with the SEC, including those discussed in “Risk Factors” and elsewhere in this prospectus. 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 speak only as of the date made, and other than as required by law, we undertake no obligation to update or revise any forward-looking statement or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.

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RISK FACTORS

Before deciding to participate in the exchange offer, you should carefully consider the risks and uncertainties described below together with all other information contained in this prospectus. The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates or expectations contained in our forward-looking statements. We may encounter risks in addition to those described below.

Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

Risk Factor Summary

Each of the risk factors outlined below are discussed more fully following this summary:

Risks Relating to Our Financial Matters

Our operating results, cash flows and/or liquidity could be adversely affected by the following factors:

Risks Relating to our Operations and Industry

The operations of our Liquefaction Project and the growth of our LNG business could be adversely affected by the following factors:

Risks Relating to Regulations

The following governmental regulations matters could adversely affect our business:

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Risks Relating to the Exchange Offer and the New Notes

The consummation of the Exchange Offer and the issuance of the New Notes could be adversely affected by the following factors:

Risks Relating to Our Financial Matters

Our existing level of cash resources and significant debt could cause us to have inadequate liquidity and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

As of December 31, 2021, we had no cash and cash equivalents, $44 million of restricted cash and cash equivalents, $589 million of available commitments under our CCH Working Capital Facility and $10.4 billion of total debt outstanding on a consolidated basis (before unamortized debt issuance costs). We incur, and will incur, significant interest expense relating to the assets at the Corpus Christi LNG terminal. Our ability to refinance our indebtedness will depend on our ability to access additional project financing as well as the debt and equity capital markets. A variety of factors beyond our control could impact the availability or cost of capital, including domestic or international economic conditions, increases in key benchmark interest rates and/or credit spreads, the adoption

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of new or amended banking or capital market laws or regulations and the repricing of market risks and volatility in capital and financial markets. Our financing costs could increase or future borrowings or equity offerings may be unavailable to us or unsuccessful, which could cause us to be unable to pay or refinance our indebtedness or to fund our other liquidity needs. We also rely on borrowings under our CCH Working Capital Facility to fund our capital expenditures. If any of the lenders in the syndicates backing our CCH Working Capital Facility was unable to perform on its commitments, we may need to seek replacement financing, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms.

Our ability to generate cash is substantially dependent upon the performance by customers under long-term contracts that we have entered into, and we could be materially and adversely affected if any significant customer fails to perform its contractual obligations for any reason.

Our future results and liquidity are substantially dependent upon performance by our customers to make payments under long-term contracts. As of December 31, 2021, we had SPAs with a total of ten different third party customers. While substantially all of our long-term third party customer arrangements are executed with a creditworthy parent company or secured by a parent company guarantee or other form of collateral, we are nonetheless exposed to credit risk in the event of a customer default that requires us to seek recourse.

Additionally, our long-term SPAs entitle the customer to terminate their contractual obligations upon the occurrence of certain events which include, but are not limited to: (1) if we fail to make available specified scheduled cargo quantities; (2) delays in the commencement of commercial operations; and (3) under the majority of our SPAs upon the occurrence of certain events of force majeure.

Although we have not had a history of material customer default or termination events, the occurrence of such events are largely outside of our control and may expose us to unrecoverable losses. We may not be able to replace these customer arrangements on desirable terms, or at all, if they are terminated. As a result, our business, contracts, financial condition, operating results, cash flow, liquidity and prospects could be materially and adversely affected.

Our efforts to manage commodity and financial risks through derivative instruments, including our IPM agreements, could adversely affect our results of operations and financial condition.

We use derivative instruments to manage commodity, currency and financial market risks. The extent of our derivative position at any given time depends on our assessments of the markets for these commodities and related exposures. We currently account for all derivative sat fair value, with immediate recognition of changes in the fair value in earnings. As described in “Management’s Discussion and Analysis of Financial Condition, Results of Operations”, our net loss of $180 million for the year ended December 31, 2021 was primarily due to derivative losses, with substantially all of such losses relating to commodity derivative instruments indexed to international LNG prices, mainly our IPM agreements. These transactions and other derivative transactions have and may continue to result in substantial volatility in reported results of operations, particularly in periods of significant commodity, currency or financial market variability, or as a result of ineffectiveness of these contracts. For certain of these instruments, in the absence of actively quoted market prices and pricing information from external sources, the value of these financial instruments involves management’s judgment or use of estimates. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract.

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Risks Relating to Our Operations and Industry

Catastrophic weather events or other disasters could result in an interruption of our operations, a delay in the completion of our Liquefaction Project, damage to our Liquefaction Project and increased insurance costs, all of which could adversely affect us.

Hurricane Harvey in 2017 and Winter Storm Uri in 2021 caused interruptions or temporary suspension in construction or operations at our Liquefaction Project or caused minor damage to our Liquefaction Project. In August 2020, we entered into an arrangement with our affiliate to provide the ability, in limited circumstances, to potentially fulfill commitments to LNG buyers from the other facility in the event operational conditions impact operations at the Corpus Christi LNG terminal or at our affiliate’s terminal. During the years ended December 31, 2021 and 2020, four TBtu 17 and TBtu, respectively, were loaded at our facilities for our affiliate pursuant to this agreement. Future storms and related storm activity and collateral effects, or other disasters such as explosions, fires, floods or accidents, could result in damage to, or interruption of operations at, the Corpus Christi LNG terminal or related infrastructure, as well as delays or cost increases in the construction and the development of our other facilities and increase our insurance premiums. The U.S. Global Change Research Program has reported that the U.S.’s energy and transportation systems are expected to be increasingly disrupted by climate change and extreme weather events. An increase in frequency and severity of extreme weather events such as storms, floods, fires and rising sea levels could have an adverse effect on our operations.

Disruptions to the third party supply of natural gas to our pipeline and facilities could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We depend upon third party pipelines and other facilities that provide gas delivery options to our Liquefaction Project. If the construction of new or modified pipeline connections is not completed on schedule or any pipeline connection were to become unavailable for current or future volumes of natural gas due to repairs, damage to the facility, lack of capacity, failure to replace contracted firm pipeline transportation capacity on economic terms, or any other reason, our ability to receive natural gas volumes to produce LNG or to continue shipping natural gas from producing regions or to end markets could be adversely impacted. Any significant disruption to our natural gas supply could result in a substantial reduction in our revenues under our long-term SPAs or other customer arrangements, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We may not be able to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under the SPAs, which could have a material adverse effect on us.

Under the SPAs with our customers, we are required to make available to them a specified amount of LNG at specified times. However, we may not be able to purchase or receive physical delivery of sufficient quantities of natural gas to satisfy those obligations, which may provide affected SPA customers with the right to terminate their SPAs. Our failure to purchase or receive physical delivery of sufficient quantities of natural gas could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We are subject to significant construction and operating hazards and uninsured risks, one or more of which may create significant liabilities and losses for us.

The construction and operation of the Corpus Christi LNG terminal and the operation of the Corpus Christi Pipeline are, and will be, subject to the inherent risks associated with these types of operations, including explosions, breakdowns or failures of equipment, operational errors by vessel or tug operators, pollution, release of toxic substances, fires, hurricanes and adverse weather conditions and other hazards, each of which could result in significant delays in commencement or interruptions of operations and/or in damage to or destruction of our facilities or damage to persons and property. In addition, our operations and the facilities and vessels of third parties on which our operations are dependent face possible risks associated with acts of aggression or terrorism.

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We do not, nor do we intend to, maintain insurance against all of these risks and losses. We may not be able to maintain desired or required insurance in the future at rates that we consider reasonable. The occurrence of a significant event not fully insured or indemnified against could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our LNG business and the performance of our customers and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Our LNG business and the development of domestic LNG facilities and projects generally is based on assumptions about the future availability and price of natural gas and LNG and the prospects for international natural gas and LNG markets. Natural gas and LNG prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to one or more of the following factors:

Adverse trends or developments affecting any of these factors could result in decreases in the price of LNG and/or natural gas, which could materially and adversely affect the performance of our customers, and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

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Failure of exported LNG to be a competitive source of energy for international markets could adversely affect our customers and could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Operations of the Liquefaction Project are dependent upon the ability of our SPA customers to deliver LNG supplies from the United States, which is primarily dependent upon LNG being a competitive source of energy internationally. The success of our business plan is dependent, in part, on the extent to which LNG can, for significant periods and in significant volumes, be supplied from North America and delivered to international markets at a lower cost than the cost of alternative energy sources. Through the use of improved exploration technologies, additional sources of natural gas may be discovered outside the United States, which could increase the available supply of natural gas outside the United States and could result in natural gas in those markets being available at a lower cost than LNG exported to those markets.

Political instability in foreign countries that import or export natural gas, or strained relations between such countries and the United States, may also impede the willingness or ability of LNG purchasers or suppliers and merchants in such countries to import or export LNG from or to the United States. Furthermore, some foreign purchasers or suppliers of LNG may have economic or other reasons to obtain their LNG from, or direct their LNG to, non-U.S. markets or from or to our competitors’ liquefaction or regasification facilities in the United States.

In addition to natural gas, LNG also competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy. LNG from the Liquefaction Project also competes with other sources of LNG, including LNG that is priced to indices other than Henry Hub. Some of these sources of energy may be available at a lower cost than LNG from the Liquefaction Project in certain markets. The cost of LNG supplies from the United States, including the Liquefaction Project, may also be impacted by an increase in natural gas prices in the United States.

As a result of these and other factors, LNG may not be a competitive source of energy in the United States or internationally. The failure of LNG to be a competitive supply alternative to local natural gas, oil and other alternative energy sources in markets accessible to our customers could adversely affect the ability of our customers to deliver LNG from the United States or to the United States on a commercial basis. Any significant impediment to the ability to deliver LNG to or from the United States generally, or to the Corpus Christi LNG terminal or from the Liquefaction Project specifically, could have a material adverse effect on our customers and on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We face competition based upon the international market price for LNG.

Our Liquefaction Project is subject to the risk of LNG price competition at times when we need to replace any existing SPA, whether due to natural expiration, default or otherwise, or enter into new SPAs. Factors relating to competition may prevent us from entering into a new or replacement SPA on economically comparable terms as existing SPAs, or at all. Such an event could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. Factors which may negatively affect potential demand for LNG from our Liquefaction Project are diverse and include, among others:

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A cyber attack involving our business, operational control systems or related infrastructure, or that of third party pipelines which supply the Liquefaction Facilities, could negatively impact our operations, result in data security breaches, impede the processing of transactions or delay financial or compliance reporting. These impacts could materially and adversely affect our business, contracts financial condition, operating results, cash flow and liquidity.

The pipeline and LNG industries are increasingly dependent on business and operational control technologies to conduct daily operations. We rely on control systems, technologies and networks to run our business and to control and manage our pipeline, liquefaction and shipping operations. Cyber attacks on businesses have escalated in recent years, including as a result of geopolitical tensions, and use of the internet, cloud services, mobile communication systems and other public networks exposes our business and that of other third-parties with whom we do business to potential cyber attacks, including third party pipelines which supply natural gas to our Liquefaction Facilities. For example, in 2021 Colonial Pipeline suffered a ransomware attack that led to the complete shutdown of its pipeline system for six days. Should multiple of the third party pipelines which supply our Liquefaction Facilities suffer similar concurrent attacks, the Liquefaction Facilities may not be able to obtain sufficient natural gas to operate at full capacity, or at all. A cyber attack involving our business or operational control, systems or related infrastructure, or that of third party pipelines with which we do business, could negatively impact our operations, result in data security breaches, impede the processing of transactions or delay financial or compliance reporting. These impacts could materially and adversely affect our business, contracts, financial condition, operating results, cash flow and liquidity.

Outbreaks of infectious diseases, such as the outbreak of COVID-19, at our facilities could adversely affect our operations.

Our facilities at the Corpus Christi LNG terminal are critical infrastructure and have continued to operate during the COVID-19 pandemic through our implementation of workplace controls and pandemic risk reduction measures. While the COVID-19 pandemic, including the Delta and Omicron variants, has had no adverse impact on our on-going operations during this time, the risk of future variants is unknown. While we believe we can continue to mitigate any significant adverse impact to our employees and operations at our critical facilities related to the virus in its current form, the outbreak of a more potent variant in the future at one or more of our facilities could adversely affect our operations.

We are entirely dependent on Cheniere, including employees of Cheniere and its subsidiaries, for key personnel, and the unavailability of skilled workers or our failure to attract and retain qualified personnel could adversely affect us. In addition, changes in our senior management or other key personnel could affect our business results.

As of January 31, 2022, Cheniere and its subsidiaries had 1,550 full-time employees, including 333 employees who directly supported the Liquefaction Project. We have contracted with subsidiaries of Cheniere to provide the personnel necessary for the construction and operation of the Liquefaction Project. We depend on Cheniere’s subsidiaries hiring and retaining personnel sufficient to provide support for the Liquefaction Project. Cheniere competes with other liquefaction projects in the United States and globally, other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our facilities and pipelines and to provide our customers with the highest quality service. We also compete with any other project Cheniere is developing, including the liquefaction facility operated by SPL (the “SPL Project”), for the time and expertise of Cheniere’s personnel. Further, we and Cheniere face competition for these highly skilled employees in the immediate vicinity of the Liquefaction Project and more generally from the Gulf Coast hydrocarbon processing and construction industries.

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Our executive officers are officers and employees of Cheniere and its affiliates. We do not maintain key person life insurance policies on any personnel, and we do not have any employment contracts or other agreements with key personnel binding them to provide services for any particular term. The loss of the services of any of these individuals could have a material adverse effect on our business. In addition, our future success will depend in part on our ability to engage, and Cheniere’s ability to attract and retain, additional qualified personnel.

A shortage in the labor pool of skilled workers, remoteness of our site locations or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult to attract and retain qualified personnel and could require an increase in the wage and benefits packages that are offered, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

We have numerous contractual and commercial relationships, and conflicts of interest, with Cheniere and its affiliates, including CMI UK.

We have agreements to compensate and to reimburse expenses of affiliates of Cheniere. In addition, CMI UK has entered into an SPA with us to purchase, at CMI UK’s option, any LNG produced by us in excess of that required for other customers. These agreements involve conflicts of interest between us, on the one hand, and Cheniere and its other affiliates, on the other hand. In addition, Cheniere is currently operating the SPL Project in Cameron Parish, Louisiana, and is developing related facilities and a second natural gas pipeline at a site adjacent to the Liquefaction Project, and may continue to enter into commercial arrangements with respect to any future expansion of the Liquefaction Project.

We have or will have numerous contracts and commercial arrangements with Cheniere and its affiliates, including future SPAs, transportation, interconnection, marketing and gas balancing arrangements with one or more Cheniere-affiliated entities as well as other agreements and arrangements that cannot now be anticipated. In those circumstances where additional contracts with Cheniere and its affiliates may be necessary or desirable, additional conflicts of interest will be involved.

We are dependent on Cheniere and its affiliates to provide services to us. If Cheniere or its affiliates are unable or unwilling to perform according to the negotiated terms and timetable of their respective agreement for any reason or terminate their agreement, we would be required to engage a substitute service provider. This could result in a significant interference with operations and increased costs.

Risks Relating to Regulations

Failure to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities, the development and operation of our pipeline and the export of LNG could impede operations and construction and could have a material adverse effect on us.

The design, construction and operation of interstate natural gas pipelines, our LNG terminal, including the Liquefaction Project, and other facilities, as well as the import and export of LNG and the purchase and transportation of natural gas, are highly regulated activities. Approvals of the FERC and DOE under Section 3 and Section 7 of the NGA, as well as several other material governmental and regulatory approvals and permits, including several under the Clean Air Act (the “CAA”) and the Clean Water Act (the “CWA”), are required in order to construct and operate an LNG facility and an interstate natural gas pipeline and export LNG.

To date, the FERC has issued orders under Section 3 of the NGA authorizing the siting, construction and operation of the three Trains and related facilities of the Liquefaction Project, as well as orders under Section 7 of the NGA authorizing the construction and operation of the Corpus Christi Pipeline. To date, the DOE has also issued orders under Section 4 of the NGA authorizing CCL to export domestically produced LNG. Additionally,

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we hold certificates under Section 7(c ) of the NGA that grant us land use rights relating to the situation of our pipeline on land owned by third parties. If we were to lose these rights or be required to relocate our pipeline, our business could be materially and adversely affected.

Authorizations obtained from the FERC, DOE and other federal and state regulatory agencies contain ongoing conditions that we must comply with. Failure to comply with such conditions, or our inability to obtain and maintain existing or newly imposed approvals and permits, filings, which may arise due to factors outside of our control such as a U.S. government disruption or shutdown, political opposition or local community resistance to the siting of LNG facilities due to safety, environmental or security concerns, could impede the operation and construction of our infrastructure. There is no assurance that we will obtain and maintain these governmental permits, approvals and authorizations, or that we will be able to obtain them on a timely basis. Any impediment could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Our Corpus Christi Pipeline and its FERC gas tariff are subject to FERC regulation. If we fail to comply with such regulation, we could be subject to substantial penalties and fines.

The Corpus Christi Pipeline is subject to regulation by the FERC under the NGA and the Natural Gas Policy Act of 1978 (the “NGPA”). The FERC regulates the purchase and transportation of natural gas in interstate commerce, including the construction and operation of pipelines, the rates, terms and conditions of service and abandonment of facilities. Under the NGA, the rates charged by our Corpus Christi Pipeline must be just and reasonable, and we are prohibited from unduly preferring or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service. If we fail to comply with all applicable statutes, rules, regulations and orders, our Corpus Christi Pipeline could be subject to substantial penalties and fines.

In addition, as a natural gas market participant, should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines. Under the EPAct, the FERC has civil penalty authority under the NGA and the NGPA to impose penalties for current violations of up to $1.3 million per day for each violation.

Existing and future environmental and similar laws and governmental regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Our business is and will be subject to extensive federal, state and local laws, rules and regulations applicable to our construction and operation activities relating to, among other things, air quality, water quality, waste management, natural resources, and health and safety. Many of these laws and regulations, such as the CAA, the Oil Pollution Act, the CWA and the Resource Conservation and Recovery Act (the “RCRA”), and analogous state laws and regulations, restrict or prohibit the types, quantities and concentration of substances that can be released into the environment in connection with the construction and operation of our facilities, and require us to maintain permits and provide governmental authorities with access to our facilities for inspection and reports related to our compliance. In addition, certain laws and regulations authorize regulators having jurisdiction over the construction and operation of our LNG terminal and pipeline, including FERC and PHMSA, to issue compliance orders, which may restrict or limit operations or increase compliance or operating costs. Violation of these laws and regulations could lead to substantial liabilities, compliance orders, fines and penalties or to capital expenditures that could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects. Federal and state laws impose liability, without regard to fault or the lawfulness of the original conduct, for the release of certain types or quantities of hazardous substances into the environment. As the owner and operator of our facilities, we could be liable for the costs of cleaning up hazardous substances released into the environment at or from our facilities and for resulting damage to natural resources.

In 2009, the EPA promulgated and finalized the Mandatory Greenhouse Gas Reporting Rule requiring annual reporting of GHG emissions from stationary sources in a variety of industries. In 2010, the EPA expanded the rule to include reporting obligations for LNG terminals. In addition, the EPA has defined GHG emissions thresholds that

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would subject GHG emissions from new and modified industrial sources to regulation if the source is subject to the Prevention of Significant Deterioration Permit (the “PSD Permit”) requirements due to its emissions of non-GHG criteria pollutants. While the EPA subsequently took a number of additional actions primarily relating to GHG emissions from the electric power generation and the oil and gas exploration and production industries, those rules were largely stayed or repealed during the Trump Administration including by amendments adopted by the EPA on February 23, 2018 and additional amendments to new source performance standards for the oil and gas industry on September 14 and 15, 2020. On November 15, 2021, the EPA proposed new regulations to reduce methane emissions from both new and existing sources within the Crude Oil and Natural Gas source category. The proposed regulations if finalized, would result in more stringent requirements for new sources, expand the types of new sources covered, and for the first time, establish emissions guidelines for existing sources in the Crude Oil and Natural Gas source category. In addition, other federal and state initiatives may be considered in the future to address GHG emissions through, for example, United States treaty commitments, direct regulation, market-based regulations such as a carbon emissions tax or cap-and-trade programs or clean energy standards. Such initiatives could affect the demand for or cost of natural gas, which we consume at our terminals, or could increase compliance costs for our operations. We are supportive of regulations reducing GHG emissions over time.

Other future legislation and regulations, such as those relating to the transportation and security of LNG imported to or exported from the Corpus Christi LNG terminal or climate policies of destination countries in relation to their obligations under the Paris Agreement or other national climate change-related policies, could cause additional expenditures, restrictions and delays in our business and to our proposed construction activities, the extent of which cannot be predicted and which may require us to limit substantially, delay or cease operations in some circumstances. Revised, reinterpreted or additional laws and regulations that result in increased compliance costs or additional operating or construction costs and restrictions could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Pipeline safety and compliance programs and repairs may impose significant costs and liabilities on us.

The PHMSA requires pipeline operators to develop management programs to safely operate and maintain their pipelines and to comprehensively evaluate certain areas along their pipelines and take additional measures where necessary to protect pipeline segments located in “high or moderate consequence areas” where a leak or rupture could potentially do the most harm. As an operator, we are required to:

We are required to maintain pipeline integrity testing programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures. Should we fail to comply with applicable statutes and the Office of Pipeline Safety’s rules and related regulations and orders, we could be subject to significant penalties and fines, which for certain violations can aggregate up to as high as $2.3 million.

Risks Relating to the Exchange Offer and the New Notes

If you do not properly tender your Old Notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will be adversely affected.

We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should carefully follow the

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instructions on how to tender your Old Notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of Old Notes. Please read “The Exchange Offer—Procedures for Tendering” and “Description of Senior Notes.”

If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Old Notes described in the legend on the certificates for your Old Notes. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except in connection with this exchange offer or as required by the registration rights agreement, we do not intend to register resales of the Old Notes under the Securities Act. For further information regarding the consequences of not tendering your Old Notes in the exchange offer, please read “The Exchange Offer—Consequences of Failure to Exchange Old Notes.”

We will still be able to incur substantially more indebtedness in the future. This could further exacerbate the risks associated with our substantial leverage.

Subject to the covenant described under the heading “Description of Senior Notes—Covenants Applicable to the Notes—Limitation on Indebtedness,” the indenture governing the New Notes does not prohibit us from incurring additional indebtedness, including additional senior or secured indebtedness, and other liabilities, or from pledging assets to secure such indebtedness and liabilities. As of December 31, 2021, we had approximately $10.4 billion of total debt outstanding (before unamortized debt issuance costs). As of December 31, 2021, we had $589 million of available commitments, $361 million aggregate amount of issued letters of credit and $250 million of loans outstanding under the Working Capital Facility. Additionally, we may incur additional Senior Debt including Working Capital Debt, Expansion Senior Debt, Replacement Senior Debt (each as defined in the Description of Senior Notes) to replace any of our existing Senior Debt (see “Description of Senior Notes—Incurrence of Senior Debt”). We anticipate incurring additional indebtedness in connection with the construction of any additional Trains we may construct. The incurrence of additional indebtedness and, in particular, the granting of a security interest in the collateral to secure the indebtedness could adversely affect our ability to pay our obligations on the New Notes.

Our substantial indebtedness could adversely affect our ability to operate our business and prevent us from fulfilling our obligations under the New Notes.

Our substantial indebtedness could have important consequences to you, including:

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Our ability to satisfy our obligations, including the New Notes, will depend upon our future operating performance. Prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control, will affect our ability to make payments on our debt obligations. If we cannot generate sufficient cash from operations to meet our other obligations, we may not be able to obtain sufficient funding to make the payments required by all of our debt, including the New Notes. This may require that we refinance our indebtedness, seek to modify the terms of our indebtedness or sell assets.

To service our indebtedness, we require significant amounts of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the New Notes, and to fund planned capital expenditures, depends on our ability to generate cash in the future. Our business may not generate sufficient cash flow from operations, currently anticipated costs may increase or future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness, including the New Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the New Notes, on or before maturity. For instance, the indebtedness under our Term Loan Facility will mature on June 30, 2024, unless we replace it with other indebtedness with a longer maturity. Our ability to replace our indebtedness with indebtedness with a longer maturity will depend on completion of our facilities under construction and our current and future operating performance. If we cannot generate sufficient cash flow from operations we may not be able to obtain sufficient funds to make payments on or to refinance our indebtedness, including the New Notes. If any of the counterparties to our SPAs fails to perform its obligations under its respective SPA or if any of our SPAs are terminated, it could adversely affect our ability to make payments on or refinance the New Notes. We may not be able to refinance any of our indebtedness, including the New Notes, on commercially reasonable terms or at all.

We will have to seek additional financing to finance the construction of any additional Trains.

As of December 31, 2021, we had approximately $10.4 billion of total debt outstanding (before unamortized debt issuance costs) and approximately $1.3 billion of member’s equity. In 2018, we started to generate cash flows from Train One, in 2019, we started to generate cash flows from Train Two and, in 2020, we started to generate cash flow from Train Three. If our cash flows from operations are less than projected, or if our future operating, capital and debt service requirements are higher than we currently estimate, we may require additional debt or equity financing in amounts that could be substantial.

The type, timing and terms of any future financing will depend on our cash requirements, our cash flows and prevailing conditions in the financial markets. Future financing may not be available to us at any given time or the terms thereof may not be favorable to us. Our current estimates of future operating results (which will depend upon numerous future factors and conditions, many of which are outside of our control) may not be accurate. They are merely estimates of future events and actual events will probably vary from current estimates, possibly materially. If we decide or are required to further expand our facility or to introduce new products or services, our funding needs will increase, possibly to a significant degree.

Because the costs of maintaining and operating the Liquefaction Project, the costs of conducting our business, and the amounts of our future revenues, will all depend on a variety of factors (including performance by our contract counterparties and potential regulatory changes), actual costs and revenues may vary from expected amounts, possibly to a material degree, and such variations are likely to affect our future capital requirements. Accordingly, we may be required to raise substantial additional capital in the future and our current estimates may prove to be inaccurate.

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The indenture governing the New Notes contains restrictions that limit our flexibility in operating our business.

The indenture governing the New Notes contains several significant covenants that, among other things, restrict our ability to:

Under some circumstances, these restrictive covenants may not allow us the flexibility that we need to operate our business in an effective and efficient manner and may prevent us from taking advantage of strategic and financial opportunities that would benefit our business. However, certain of these covenants are also subject to significant exceptions which provide flexibility to us but may provide greater risk to holders of the New Notes.

If we fail to comply with the restrictions in the indenture governing the New Notes, the Common Terms Agreement or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related indebtedness as well as any other indebtedness to which a cross-acceleration or cross-default provision applies.

We may not be able to repurchase notes upon a Change of Control or upon the exercise of the holders’ options to require repurchase of notes if certain prepayment triggering events occur, and the occurrence of certain of these events and our repurchase of notes as a result thereof could result in an event of default under the indenture or other agreements governing our indebtedness.

We will be required to make an offer to repurchase the notes: (i) upon the occurrence of a Change of Control as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Change of Control;” provided that after the Project Completion Date, a Change of Control shall not be deemed to have occurred if we receive rating reaffirmations from two rating agencies (or one rating agency, if only one rating agency currently rates the New Notes) reaffirming the then-current rating of the New Notes as of the date of such Change of Control, (ii) if we fail to use, apply or invest certain proceeds from Asset Sales in accordance with the terms of the indenture, as described in “Description of Senior Notes —Repurchase at the Option of Noteholders—Asset Sales,” (iii) if we fail to apply or invest certain proceeds we receive in respect of an Event of Loss in accordance with the terms of the indenture, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Events of Loss,” (iv) if we fail to apply certain Performance Liquidated Damages we receive in respect of diminution of the performance of the Project Facilities in accordance with the terms of the indenture, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—Performance Liquidated Damages” or (v) if an Indenture LNG SPA Mandatory Prepayment Event occurs because we have failed to maintain (or replace) certain Qualifying LNG SPAs or if, with respect to a Required LNG SPA, a Required Export Authorization is Impaired, as described in “Description of Senior Notes—Repurchase at the Option of Noteholders—LNG SPA Mandatory Offer.” If a Change of Control event as described above occurs, you will have the right to require us to repurchase the New Notes at a purchase price in cash equal to 101% of the principal amount of your notes, plus accrued and unpaid interest. If any of the other events described above occurs, you will have the right to require us to repurchase a certain portion of the New Notes at a purchase price in cash equal to 100% of the principal amount of your New Notes, plus accrued and unpaid interest.

Credit agreements or other agreements relating to indebtedness incurred by CCH or any of its Restricted Subsidiaries may contain prohibitions on the occurrence of events that would constitute a Change of Control, an

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Asset Sale, a termination of Qualifying LNG SPAs or an Impairment of Export Authorizations, or may prohibit repurchases of or other prepayments in respect of the New Notes upon the occurrence of such events or upon an Event of Loss or the receipt of Performance Liquidated Damages. See “—Change of Control,”, “—Asset Sales,” “—Events of Loss,” “—Performance Liquidated Damages” and “—LNG SPA Mandatory Offer” under the caption “Description of Senior Notes—Repurchase at the Option of Noteholders.” For example, the Term Loan Facility contains provisions prohibiting certain asset sales, and provides that, prior to the end of the availability period under that facility, a change of control (as defined in the Term Loan Facility) constitutes an event of default thereunder. In the event a Change of Control, Asset Sale, Event of Loss, the receipt of Performance Liquidated Damages or an Indenture LNG SPA Prepayment Event occurs at a time when the occurrence of such event could result in a default under any of our agreements or when a repurchase of notes as a result thereof or otherwise is prohibited, CCH and/or its Restricted Subsidiaries could seek the consent of their applicable creditors to waive such default or to purchase the New Notes, or could attempt to refinance the indebtedness that contains such prohibition. If CCH and/or its Restricted Subsidiaries do not obtain a consent or repay those borrowings, they could have an event of default under such other indebtedness or will remain prohibited from purchasing notes. In that case, CCH’s failure to purchase tendered notes would constitute an Indenture Event of Default which could, in turn, constitute a default under other indebtedness.

In addition, in the event that a Change of Control, Asset Sale or Indenture LNG SPA Prepayment Event occurs that results in us having to repurchase the New Notes, we may not have sufficient financial resources to satisfy all of our obligations under the New Notes and, if applicable, our other debt instruments. In general, our failure to make any offer to repurchase the New Notes when required under the indenture or to pay the required purchase price in respect of such offer when due, could result in an Indenture Event of Default.

Federal and state statutes allow courts, under specific circumstances, to void the New Notes and require note holders to return payments received from us.

Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the New Notes could be voided, or claims in respect of the New Notes could be subordinated to all other debts of ours if, among other things, we, at the time the indebtedness evidenced by the New Notes was incurred:

In addition, any payment by us could be voided and required to be returned to us, or to a fund for the benefit of our creditors. In any such case, your right to receive payments in respect of the New Notes from us would be effectively subordinated to all of our indebtedness and other liabilities.

Your ability to resell the New Notes may be limited by a number of factors; prices for the New Notes may be volatile.

There currently is no established market, and no active or liquid trading market may develop for the New Notes. We do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. If a market for the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

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There may not be sufficient collateral to pay all or any amounts due on the New Notes.

We own no significant assets other than those related to the ownership and operation of the Liquefaction Project. If we default under the indenture governing the New Notes, the Security Trustee’s remedies under the Security Documents, including foreclosure on the collateral, may not provide sufficient funds to pay our obligations under the indenture governing the New Notes. Moreover, our direct and indirect owners and their affiliates do not have any liability for the payment or performance of the New Notes.

The New Notes are secured by a first priority lien on the collateral, equal in right of security with the lenders under the Term Loan Facility, the Working Capital Facility and holders of the Senior Notes and any of our other debt permitted to be secured by the collateral. To the extent third parties enjoy prior liens, such third parties may have rights and remedies with respect to the property subject to such liens that, if exercised, could adversely affect the value of the collateral. See “Description of Senior Notes—Security.” Any additional permitted liens or the incurrence of additional secured debt may have the effect of significantly diluting your ability to recover payment in full on the New Notes from the then-existing pool of collateral and will adversely affect your relative position with respect to the collateral. See “Description of Other Senior Debt—Common Terms Agreement—Additional Senior Debt.”

No appraisals of any collateral have been prepared in connection with the offering of the notes. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The value of the assets which will be pledged or charged, as applicable, as collateral could be impaired in the future as a result of changing economic conditions, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the New Notes, in full or at all. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the New Notes. Any claim for the difference between the amount, if any, realized by you from the sale of any portion of the collateral and the amount of our obligations owed to you under the New Notes will rank equally in right of payment with all of our other unsecured debt and other obligations that are not subordinated, including trade payables.

In addition, releases of collateral from the liens securing the New Notes will be permitted under certain circumstances. The actual provisions relating to such releases are contained in the CSAA (as defined below) and are contained in the indenture governing the New Notes. See “Description of Senior Notes—Security.” If the Security Trustee were to foreclose upon our assets, there are certain of our assets, such as permits and certain contracts, which the Security Trustee may not be able to effectively foreclose upon without the consent of third parties, such as a governmental authority. We cannot assure you that if the Security Trustee forecloses on our assets, the Security Trustee will be able to obtain all of the third party approvals necessary to obtain or transfer ownership of all assets necessary to operate the Liquefaction Project.

Furthermore, if the Security Trustee forecloses on the collateral, then, in connection therewith, transferring required permits to a purchaser or new operator of the Liquefaction Project may require additional governmental approvals or proceedings, which could result in delays. Accordingly, we cannot assure investors that, if we default on the payments due on the New Notes and the Security Trustee forecloses on and sells the collateral, you will receive sufficient proceeds to pay all amounts that we owe on the New Notes.

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Parties who have provided services or supplies in connection with the construction of the Trains and the Corpus Christi Pipeline may have a lien on the real property comprising the Trains and the Corpus Christi Pipeline that is senior to the security interests securing the New Notes.

Texas law provides design professionals, contractors, subcontractors and material suppliers with rights to record a lien on the property improved by their services or supplies in order to secure their right to be paid. If these parties are not paid in full, they may seek foreclosure on their liens. In Texas, the priority of certain construction liens related to a particular construction project relate back to the date of the commencement of construction of improvements or delivery of materials to the land on which the improvements are to be located and on which the materials are to be used. Accordingly, certain parties providing labor, material or services in connection with the design or construction of the Trains and the Corpus Christi Pipeline who otherwise comply with the applicable requirements of Texas law may have a lien on the Trains and the Corpus Christi Pipeline senior in priority to the security interests securing the New Notes until they are paid in full. Additionally, in the event of a liquidation any proceeds from the sale of collateral may be used to pay the holders of any construction liens then in existence before holders of the New Notes.

Real property rights required for the operation and maintenance of the Corpus Christi Pipeline and that are subsequently acquired by us for other purposes will not be mortgaged prior to the issuance of the New Notes.

The real property rights related to the Liquefaction Facilities and the real property rights related to the Corpus Christi Pipeline that we held on the closing date of the Term Loan Facility are subject to deeds of trust, each granting a lien to the trustee under the deed of trust for the benefit of the Security Trustee, as beneficiary for the obligations under the New Notes (hereinafter, collectively, the “mortgage”). We have, and may in the future, also acquire real property rights in furtherance of the Liquefaction Facilities and Corpus Christi Pipeline or for other purposes in the future. Under the CSAA (as defined below), we have to grant a mortgage over such real property rights within 60 days after our acquisition thereof if the property has a purchase price in excess of $10 million or is otherwise material to the operation of the Liquefaction Project. If we are unable to provide these future mortgages or amend our existing mortgage to cover such real property rights, and/or record such mortgages, the New Notes will not benefit from these real property rights as collateral, and we will be in default of our obligations under the CSAA (as defined below) to grant and if requested, record, such mortgage over these real property rights. The Project Entities will execute a mortgage reaffirmation agreement pursuant to which they will reaffirm the Lien granted pursuant to the mortgage on the real property rights described therein to the trustee for the benefit of the Security Trustee, as beneficiary for the ratable benefit of the Secured Parties as security for the Senior Debt Obligations, including the obligations under the New Notes.

If we were to become subject to a bankruptcy proceeding after the issue date of the New Notes, any mortgage recorded more than 30 days after the issue date of the New Notes would face a greater risk of being invalidated than if we had recorded it at the issue date or within such 30 day period, as U.S. federal bankruptcy laws contain a safe harbor for mortgages delivered substantially contemporaneously with the issuance of indebtedness and recorded within 30 days of the grant of the underlying security interest. If a mortgage is recorded more than 30 days after the issue date, outside of this safe harbor, or is not delivered substantially contemporaneously with indebtedness it will be treated under U.S. federal bankruptcy laws as if it were delivered to secure antecedent (or previously existing) debt, and would be subject to avoidance as a preference by the bankruptcy court to the extent that other statutory elements are present and certain statutory defenses are inapplicable. To the extent that the grant of any such mortgage is avoided as a preference, holders of the New Notes would lose the benefit as collateral of the property encumbered by that mortgage.

A title insurance policy has been obtained only on the real property rights that are subject to our existing mortgage over property rights of CCL and will be obtained only on future real property comprising the Liquefaction Facilities. Title insurance will not be obtained for any real property interests underlying the Corpus Christi Pipeline.

A title insurance policy in the amount of $3.7 billion in favor of the Security Trustee for the benefit of our Senior Creditors has been obtained with respect to the real property rights that are subject to our existing

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mortgage related to the Liquefaction Facilities that consist primarily of the real property rights underlying the Trains constructed as part of Stage 1 and Stage 2. Notwithstanding the existence of the title insurance policy, there is no assurance that the holders of the New Notes would be entitled to recover proceeds under such existing policy. Additionally, the title insurance policy we have obtained on the real property underlying the Trains constructed as part of Stage 1 and Stage 2 covers only a portion of the value of the loans secured by such property. Accordingly, if any title defects were to exist, any payments made from the title policy in respect of such defect may be insufficient to cover any losses to the noteholders caused by such defect. Further, the amount of title insurance and the structure of the mortgage lien and title insurance may be insufficient for all lienholders who have incurred an insured loss to fully recover such loss. Parties who share a lien under the mortgage may be required to share in any recovery under the title insurance policy and such recovery may be in an amount insufficient for a full recovery of any loss to each lienholder. Further, under our Finance Documents, we are required to obtain title insurance only in respect of future real property rights underlying the Liquefaction Facilities and we are not required to obtain title insurance in respect of any real property rights underlying the Corpus Christi Pipeline. As such, title company lien searches may not be obtained in respect of these real property interests for the Corpus Christi Pipeline and we may therefore not discover title defects or prior liens on such real property interests. Accordingly, any mortgages that may secure such real property rights underlying the Corpus Christi Pipeline will not have the benefit of lien searches or title insurance policies insuring title to and the first priority of the liens in favor of the Security Trustee for the benefit of our Senior Creditors, including the holders of the New Notes with respect to such real property owned, leased or otherwise held by us. There can be no assurance that there will not exist a title defect or a mechanics’ judgment, tax or other lien encumbering such real property rights that is senior to the lien (or a portion of the lien) of any such mortgage. The existence of such defect or liens could adversely affect the value of such real property rights securing the New Notes as well as the ability of the Security Trustee to realize or foreclose on such real property rights.

Surveys obtained in connection with the real property rights underlying the Liquefaction Facilities and the Corpus Christi Pipeline, if obtained, may not be accurate or comprehensive, or reveal all restrictions applicable to such real property rights.

We have obtained surveys over the real property rights underlying the Trains constructed as part of Stage 1 and Stage 2, which are subject to our existing mortgage and title insurance for the Liquefaction Facilities. We also have obtained surveys in connection with the real property rights we have acquired by our right of eminent domain or otherwise to develop the Corpus Christi Pipeline. If any of these surveys are not accurate or comprehensive, they may not have revealed the full scope of gaps, encroachments, adverse possession claims, zoning or other restrictions with respect to such real property rights. In addition, there can be no assurance that the legal descriptions attached to the existing mortgage or any future mortgages covering any of our real property rights (i) do or will accurately describe and encumber the real property rights intended to be mortgaged as security for the New Notes, (ii) include all real property rights owned, leased or otherwise held by us intended to constitute collateral or (iii) do or will not include real property not owned, leased or otherwise held by us.

Remedies available to the Security Trustee may be limited by lease provisions.

The real property interests supporting the Liquefaction Facilities and the Corpus Christi Pipeline are all located in two counties in Texas. The Security Trustee could elect to forego foreclosure on the individual real properties, due to their location in different counties or otherwise, and foreclose on our equity interests instead. A foreclosure on our equity interests could violate provisions of certain leases, easements, rights of way and other contractual arrangements that contain certain change of control provisions and could result in early termination of such arrangements. A foreclosure of our equity interest, rather than of the liens of the mortgages, will leave in place any junior liens that may have been recorded subsequent to the recording of the mortgages.

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Certain real property rights held by us constituting collateral for the New Notes are, and may be, held pursuant to leases, easements, rights of way, and other use arrangements instead of through ownership of such real property through a fee interest. There is a risk that such leases, easements, rights of way, and other use arrangements may terminate and no longer constitute collateral for the New Notes.

The Liquefaction Facilities and the Corpus Christi Pipeline are being operated on real property we own, or plan to purchase, pursuant to a fee interest and also on real property for which we would hold real property rights pursuant to leases, easements, rights of way, and other use arrangements. If we fail to maintain these rights, such failure could have a material adverse effect on our business, contracts, operating results, financial condition, cash flow, liquidity, prospects and ability to make payments of interest on, premium, if any, and principal of the New Notes.

Indebtedness secured by a lien on a lease, easement, right of way, or other use arrangement is subject to risks not associated with indebtedness secured by a mortgage lien on a fee interest in real property. The most significant of these risks is that such real property rights could be terminated before the debt secured by the mortgage over such rights is paid in full. If a mortgage on the third party’s fee interest in the property is recorded prior to the recordation of a memorandum of our interest, as easement holder, tenant or other right holder (or if the lease, easement, right of way or other use arrangement, by its terms, is subordinate to the fee holder’s mortgage), the holder of such fee mortgage could, in the event of the foreclosure of such fee mortgage, elect to terminate the applicable lease, easement, right of way or other use arrangement, and, thereby, the mortgage lien on such lease, easement, right of way or other use arrangement constituting collateral would terminate and no longer constitute collateral for the New Notes. Additionally, a bankruptcy court could determine that such lease, easement, right of way or other use arrangement is not a real property right under applicable state law, and accordingly allow a bankrupt counterparty to reject such arrangement as an executory contract. Such termination rights may result in our loss of the associated arrangements during the course of the Liquefaction Project and, if our senior creditors take enforcement action against the collateral, may limit the number of potential bidders therefore, and may delay any sale thereof, either of which may have an adverse effect on the sale price of the collateral.

The CSAA contains provisions that may limit the remedies that could be exercised in respect of an event of default, unless and until the required parties have directed the Security Trustee to do so. The holders of the New Notes are also deemed to vote in conformity with the Term Lenders in numerous instances.

On May 22, 2018, we entered into the Amended and Restated Common Security and Account Agreement (as amended on November 28, 2018, August 30, 2019, November 16, 2020 and April 1, 2021, October 8, 2021 and November 16, 2021, the “CSAA”) with representatives of the Term Lenders under our Term Loan Facility, Société Générale, as the Security Trustee and Intercreditor Agent, and Mizuho Bank, Ltd. as the Account Bank, which includes provisions governing the relationship between all the Secured Parties and regulates the claims of the Secured Parties against us and the enforcement by such parties of the liens upon any collateral, including the method of voting and decision making.

The CSAA requires the affirmative vote of Secured Parties representing a certain percentage of our outstanding Senior Debt Obligations to direct specific actions of the Security Trustee, including the exercise of remedies with respect to the collateral following an event of default under the indenture governing the New Notes or the documents governing such other Senior Debt (including the Term Loan Facility and the Working Capital Facility). Because the affirmative vote of these required Secured Parties will be required before the Security Trustee will be able to exercise remedies, if an event of default under the indenture governing the New Notes were to occur, no remedies could be exercised in respect of the collateral unless and until the required Secured Parties have directed the Security Trustee to do so. If the holders of the New Notes do not constitute holders of at least the applicable percentage of the outstanding indebtedness secured by the collateral, the Indenture Trustee and the holders of the New Notes may not be able to direct the Security Trustee to exercise remedies in respect of the collateral upon the occurrence of an event of default under the indenture governing the New Notes without the affirmative vote of other Secured Parties. In certain cases under the CSAA and under the indenture, the holders of the New Notes do not have the right to vote and decisions will be determined by other

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holders of our Senior Debt. See “Description of Senior Notes—Events of Default and Remedies” and “Description of Senior Notes—Certain Intercreditor Arrangements.”

The indenture also provides that in numerous instances the holders of the New Notes are deemed to vote in conformity with the Term Lenders, without the requirement of a vote or consent by the holders of the New Notes. See “Description of Senior Notes—Certain Intercreditor Arrangements.”

The remedies available to the holders of the notes and the Security Trustee may be limited in bankruptcy.

If we seek the protection of bankruptcy or insolvency laws, or if one or more of our creditors commences an involuntary bankruptcy proceeding against us, the Security Trustee’s rights to foreclose on the collateral and our ability to make payments in respect of the notes are likely to be significantly impaired. Upon the commencement of a case for relief under the Bankruptcy Code, a secured creditor such as the Security Trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, the Bankruptcy Code permits the debtor to continue to remain and use collateral even though the debtor is in default under the applicable debt instrument, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but it is intended to protect the value of the secured creditor’s interest in the collateral and may include cash payments or the granting of additional security if and at such times as the court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor is “adequately protected” and therefore not entitled to prevent diminution in the value of its collateral if the value of the collateral sufficiently exceeds the debt it secures.

In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary and equitable powers of a bankruptcy court, it is impossible to predict:

Furthermore, in the event a bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the New Notes, the holders of the notes would hold a secured claim to the extent of the value of the collateral to which the holders of the notes are entitled and would hold unsecured claims with respect to such shortfall. The Bankruptcy Code permits the payment and accrual of post-petition interest, costs and attorney’s fees to a secured creditor during a debtor’s court proceeding to exceed the aggregate outstanding principal amount of the obligations secured by the collateral up to the value of the collateral. In addition, because part of the collateral consists of our contracts, if we or any counterparty to any one of those contracts were the subject of bankruptcy proceedings, then we or such counterparty, as the case may be, or a trustee appointed in the applicable bankruptcy case, could choose to reject the contract. If that occurred, the contract would be treated as terminated and the Security Trustee could not specifically enforce the rejected contract.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in such collateral and other issues generally associated with the realization of security interests in such collateral.

Generally, a security interest in tangible and intangible assets can only be properly perfected, a valid lien created on such assets can only be granted, and the priority of such lien can only be retained, if certain actions are undertaken by the applicable secured party. The liens in all collateral from time to time owned by us may not be perfected or validly created with respect to the New Notes if the Security Trustee has not taken the actions

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necessary to perfect or validly create any of those liens upon or prior to the issuance of the New Notes. The inability or failure of the Security Trustee to take all actions necessary to create properly perfected security interests or validly created liens on the collateral may result in the loss of the priority of the security interest for your benefit to which you would have been entitled had such perfection or valid creation of such liens been effectuated by the Security Trustee.

In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest can only be perfected and a lien on such property and rights validly created at the time such property and rights are acquired and identified.

We will have limited obligations to perfect your security interest in, or create valid liens with respect to, specified collateral. We cannot assure you that the Security Trustee will monitor, or that we will inform the Security Trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in, or create a valid lien with respect to, such after-acquired collateral. Our failure to meet our obligations to inform the Security Trustee of the future acquisition of property or rights that constitute collateral may constitute a breach under the Security Documents, which may result in the acceleration of our indebtedness. However, acceleration of such obligations in such situation may not provide an adequate remedy to you if the value of the collateral is impaired by the failure to perfect the security interest in, or create a valid lien with respect to, such after-acquired collateral. The Security Trustee has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest or the creation of a valid lien with respect thereto. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest granted to secure the New Notes as against third parties.

The mortgages for real property rights not yet obtained may never be recorded and/or the recordation of mortgages securing a lien on the real property rights currently owned or to be acquired may be subject to delays such as those resulting from illegible legal descriptions or delays at the county recording office. In addition, applicable law requires that certain real property rights and other rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate of title and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. Further, no title search will be performed to identify any encumbrances on all the necessary real property needed for the operation and maintenance related to the Corpus Christi Pipeline. There can be no assurance that the Security Trustee will monitor, or that we will inform such trustee of, the future acquisition of property and rights that should constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The Security Trustee does not have an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the New Notes against third parties.

The collateral is subject to casualty risks, which may limit your ability to recover as a secured creditor for losses to the collateral, and which may have an adverse impact on our operations and results.

The indenture governing the New Notes and the Security Documents requires us to maintain insurance with responsible and financially sound insurance carriers, in such form and amounts as is necessary to insure the projected maximum loss for the Liquefaction Project. However, there are certain losses, including losses resulting from terrorist acts, which may be either uninsurable or not economical to insure, in whole or in part. As a result, we cannot assure you that the insurance proceeds will compensate us fully for our losses. If there is a total or partial loss of any of the collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all of our obligations, including the New Notes.

In the event of a total or partial loss affecting any of the collateral securing the New Notes, certain items of equipment and inventory may not be easily replaced. Accordingly, even though there may be insurance coverage, the extended period needed to obtain replacement units or inventory may cause significant delays, which may have an adverse impact on our operations and results.

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The indenture governing the New Notes does not contain the representations and warranties, covenants or events of default contained in the Common Terms Agreement.

On May 22, 2018, we entered into an amended and restated common terms agreement (as amended on November 28, 2018, August 30, 2019, November 8, 2019, November 26, 2019, November 16, 2020, April 1, 2021, October 8, 2021 and November 16, 2021, the “Common Terms Agreement”) with Société Générale, as the Facility Agent for the lenders under the Term Loan Facility and as Intercreditor Agent, The Bank of Nova Scotia, as the Working Capital Facility Agent (the “Working Capital Facility Agent”), and each other Facility Agent party thereto from time to time, in order to set out certain provisions regarding, among other things: (a) common representations and warranties of the Project Entities; (b) common covenants of the Project Entities; and (c) common events of default under the secured debt instruments constituting Loan Facility Agreements, such as the Term Loan Facility. The Indenture Trustee will not become party to the Common Terms Agreement and the Intercreditor Agreement. Consequently, the Indenture Trustee will not have the benefit of the representations and warranties, covenants or any events of default under the Common Terms Agreement, and the covenants and events of default applicable to the New Notes shall be as set forth in the indenture, as described under “Description of Senior Notes.” As a holder of the New Notes, you will not have the benefit of the representations and warranties, covenants or any of the events of default pursuant to the Common Terms Agreement.

Any future pledge of collateral might be avoidable in bankruptcy.

Any future pledge of collateral in favor of the Security Trustee, including pursuant to Security Documents delivered after the date of the indenture governing the New Notes, might be avoidable by the pledgor (as the debtor in possession in a bankruptcy proceeding) or by the trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the New Notes to receive greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge or, in certain circumstances, a longer period.

An existing or future subsidiary’s guarantee of the New Notes may be reduced, avoided or released under certain circumstances and you may not receive any payments from some or all of those Guarantors.

Our existing subsidiaries, CCL, CCP and CCP GP are guaranteeing the New Notes. Our future domestic subsidiaries will be required to guarantee the New Notes under certain circumstances. There is uncertainty whether any such guarantees would be legally enforceable in any bankruptcy proceedings involving those Guarantors.

If a subsidiary grants a security interest in its assets and that grant of security interests is unenforceable, any such security interest in that subsidiary’s assets could be set aside and the property made available to other creditors of the bankrupt subsidiary. Among other things, there is a risk that the guarantee, and any related security interest, could be considered a fraudulent conveyance, that can be set aside in bankruptcy proceedings.

The CSAA governing the New Notes contains a “savings clause,” which limits the liability of a subsidiary guarantor with assets exceeding $10 million at the time of the guarantee to the maximum amount that such guarantor can incur without risk that its note guarantee will be subject to avoidance as a fraudulent transfer. As a result, a Guarantor’s liability under its note guarantee could be reduced in amount or reduced to zero, depending upon the amount of other obligations of such Guarantor. We cannot assure you that this limitation of liability will protect such note guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the note guarantees would be sufficient to pay the New Notes in full when due.

The New Notes will be structurally subordinated in right of payment to the indebtedness and other liabilities of any subsidiaries that do not guarantee the New Notes.

As of the date of this prospectus, we have three subsidiaries, each of which is a Guarantor of the New Notes: CCL, CCP and CCP GP. Upon such time as any subsidiary Guarantor is released and relieved of its obligations

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under its subsidiary guarantee, such subsidiary will cease to guarantee the New Notes. In the event that a subsidiary is released from its note guarantee pursuant to the terms of the indenture, such subsidiary will no longer be obligated to pay any amounts due under the New Notes or to make any funds available for payments on the New Notes, and the New Notes and note guarantees will be structurally subordinated to all of the liabilities of that subsidiary. In addition, the New Notes and note guarantees will be structurally subordinated to all of the liabilities of any of our future subsidiaries that do not guarantee the New Notes and these liabilities would be required to be paid before the holders of the New Notes have a claim, if any, against those subsidiaries and their assets. If there was a dissolution, bankruptcy, liquidation or reorganization of any non-Guarantor subsidiary, the holders of notes would not receive any amounts with respect to the New Notes from the assets of such non-Guarantor subsidiary until after the payment in full of the claims of creditors of such subsidiary.

Your right to receive payments under the New Notes will be effectively subordinated to indebtedness secured by other assets.

The New Notes will be effectively subordinated to any secured debt we may incur that is secured by assets that are not part of the collateral securing the New Notes to the extent of such other assets securing such debt. In the event of a liquidation, dissolution, reorganization, bankruptcy or similar proceeding involving us, such assets which serve as collateral for such other secured debt that are not part of the collateral securing the New Notes will be available to satisfy the obligations under such secured debt before any payments are made on the New Notes.

The ratings of the New Notes may be lowered or withdrawn.

The ratings address the likelihood of timely payment of the scheduled interest and principal on each scheduled payment date. The ratings do not address the likelihood of payment of any overdue interest, premiums or any other amounts payable in respect of the New Notes or the timeliness of any accelerated principal payments coming due as the result of the occurrence of an event of default. A rating is not a recommendation to buy, sell or hold a note (or beneficial interests therein) and is subject to revision or withdrawal in the future by each rating agency.

Changes in our credit rating could adversely affect the market price or liquidity of the New Notes.

Credit rating agencies continually revise their ratings for the companies that they follow. Credit rating agencies also evaluate our industry as a whole and may change their credit ratings for CCH based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their initial ratings on the New Notes. A negative change in our ratings could have an adverse effect on the trading price or liquidity of the New Notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement we entered into in connection with the private offering of the Old Notes. We will not receive any proceeds from the issuance of the New Notes in the exchange offer. In consideration for issuing the New Notes as contemplated in this prospectus, we will receive, in exchange, outstanding Old Notes in like principal amount. We will cancel all of the Old Notes surrendered in exchange for New Notes in the exchange offer. As a result, the issuance of the New Notes will not result in any increase or decrease in our indebtedness.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our historical financial statements included elsewhere in this prospectus. The following discussion contains, in addition to historical information, forward- looking statements that are subject to significant risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those factors set forth under the captions “Forward-Looking Statements” and “Risk Factors” and elsewhere in this prospectus. Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

Our discussion and analysis includes the following subjects:

Overview

We are a limited liability company formed by Cheniere to provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We operate a 21.5-mile natural gas supply pipeline (the “Corpus Christi Pipeline”) that interconnects the natural gas liquefaction and export facility near Corpus Christi, Texas (the “Corpus Christi LNG terminal”), and three natural gas liquefaction Trains, with several interstate natural gas pipelines (collectively, the “Liquefaction Project”).

Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows. We have contracted approximately 75% of the total production capacity from the Liquefaction Project with approximately 18 years of weighted average remaining life as of December 31, 2021. Our contracts are fixed-priced, long-term SPAs consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees generally structured to cover the cost of natural gas purchases and transportation and liquefaction fuel to produce LNG, thus limiting our exposure to fluctuations in U.S. natural gas prices. We believe that continued global demand for natural gas and LNG will provide a foundation for additional growth in our business in the future.

Overview of Significant Events

Our significant events since January 1, 2021 and through the filing date of this prospectus include the following:

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Market Environment

The LNG market in 2021 saw unprecedented price increases across all natural gas and LNG benchmarks. Colder than normal temperatures early in the year, concerns over low natural gas and LNG inventories, low additional LNG supply availability and forecasts of a cold 2021/2022 winter in Europe and Asia increased price volatility and supported a run-up in natural gas and LNG prices. These conditions were exacerbated by rising coal and carbon prices in Europe, persistent under-performance from some non-US LNG supply projects and reduced Russian pipe exports to Europe, precipitating the early stages of a price-based energy crisis in Europe.

High demand for LNG during the recovery from the initial stages of the COVID-19 pandemic resulted in an intense competition for supplies between the Atlantic and Pacific basins. Global LNG demand grew by about approximately 5% from the comparable 2020 period, adding an additional 18 mtpa to the overall market. A robust economic recovery in China powered an 8% increase in Asia’s LNG demand of approximately 19.5 million tonnes from the comparable 2020 period. This led to competition for supplies between Asia, Europe and Latin America, exposing the supply constraints that the industry has had while emerging from the pandemic. In turn, this drove international natural gas and LNG prices higher and widened the price spreads between the U.S. and other parts of the world. As an example, the Dutch Title Transfer Facility (“TTF”) monthly settlement prices averaged $14.4/MMBtu in 2021, approximately 375% higher than the $3.0/MMBtu average in 2020, and the TTF monthly settlement prices averaged $28.9/MMBtu in the fourth quarter of 2021, approximately 512% higher than the $4.72/MMBtu average in the fourth quarter of 2020. Similarly, the 2021 average settlement price for the Japan Korea Marker (“JKM”) increased 292% year-over-year to an average of $15.0/MMBtu in 2021, and the fourth quarter of 2021 average settlement price for the JKM increased over 412% year-over-year to an average of $27.9/MMBtu. This extreme price increase triggered a strong supply response from the U.S., which played a significant role in balancing the global LNG market. The U.S. exported 70 million tonnes of LNG in 2021, a gain of approximately 49% from the comparable 2020 period, as the market continued to pull on supplies from our facilities and those of our competitors. Exports from our Liquefaction Project reached 14 million tonnes, representing over 20% of the gain in the U.S. total over the same period.

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Results of Operations

The following charts summarize the total revenues and total LNG volumes loaded (including both operational and commissioning volumes) during the years ended December 31, 2021 and 2020:

Net income (loss)

Our consolidated net loss was $180 million for the year ended December 31, 2021, compared to net income of $63 million for the year ended December 31, 2020. The $243 million decrease in net income was mainly due to the increase in commodity derivatives losses from changes in fair value and settlements of $1.2 billion between the periods as further described below, and non-recurrence of $435 million in revenues recognized on LNG cargoes for which customers notified us that they would not take delivery, partially offset by increased margin on LNG delivered as a result of increases in both volume delivered and gross margin on LNG delivered per MMBtu.

Substantially all derivative losses relate to the use of commodity derivative instruments related to our IPM agreements, which are indexed to international LNG prices. While operationally we utilize commodity derivatives to mitigate price volatility for commodities procured or sold over a period of time, as a result of significant appreciation in forward international LNG commodity curves during the year ended December 31, 2021, we recognized approximately $1.2 billion of non-cash unfavorable changes in fair value attributed to positions related to IPM agreements.

Derivative instruments, which in addition to managing exposure to commodity-related marketing and price risks are utilized to manage exposure to changing interest rates volatility, are reported at fair value on our Consolidated Financial Statements. In some cases, the underlying transactions being economically hedged are accounted for under the accrual method of accounting, whereby revenues and expenses are recognized only upon delivery, receipt or realization of the underlying transaction. Because the recognition of derivative instruments at fair value has the effect of recognizing gains or losses relating to future period exposure, and given the significant volumes, long-term duration and volatility in price basis for certain of our derivative contracts, use of derivative instruments may result in continued volatility of our results of operations based on changes in market pricing, counterparty credit risk and other relevant factors, notwithstanding the operational intent to mitigate risk exposure over time.

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Revenues

Total revenues increased by approximately $3.3 billion during the year ended December 31, 2021 from the year ended December 31, 2020, primarily due to increased revenues per MMBtu as a result of variable fees that are received in addition to fixed fees when the customers take delivery of scheduled cargoes as opposed to exercising their contractual right to not take delivery, as well as from increases in Henry Hub prices. Additionally, there was higher volumes of LNG delivered between the periods due to the delivery of all available volume of LNG in 2021 and as a result of production from the third Train which achieved substantial completion on March 26, 2021.

Also included in LNG revenues is the sale of certain unutilized natural gas procured for the liquefaction process and gains and losses from certain commodity derivative instruments, which include the realized value associated with a portion of derivative instruments that settle through physical delivery. We recognized revenues of $196 million and $171 million during the years ended December 31, 2021 and 2020, respectively, related to these transactions.

Prior to substantial completion of a Train, amounts received from the sale of commissioning cargoes from that Train are offset against LNG terminal construction-in-process, because these amounts are earned or loaded during the testing phase for the construction of that Train. During the years ended December 31, 2021 and 2020, we realized offsets to LNG terminal costs of $143 million and $32 million corresponding to 28 TBtu and 6 TBtu of LNG, respectively, that were related to the sale of commissioning cargoes.

Operating costs and expenses

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Total operating costs and expenses increased between the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily as a result of increased cost of sales. Cost of sales includes costs incurred directly for the production and delivery of LNG from the Liquefaction Project, to the extent those costs are not utilized for the commissioning process. Cost of sales (including related party) increased during the year ended December 31, 2021 from the comparable 2020 period, primarily as a result of increased cost of natural gas feedstock as a result of higher US natural gas prices and increased volume of LNG delivered, as well as unfavorable changes in our commodity derivatives to secure natural gas feedstock for the Liquefaction Project driven by unfavorable shifts in international forward commodity curves, as discussed above under Net income (loss). Cost of sales—affiliate increased during the year ended December 31, 2021 as a result of the cost of cargoes procured from our affiliate to fulfill our commitments to our long-term customers during operational constraints.

Operating and maintenance expense (including affiliate and related party) primarily includes costs associated with operating and maintaining the Liquefaction Project. Operating and maintenance expense (including affiliate and related party) increased between the years ended December 31, 2021 and 2020 primarily due to increased natural gas transportation and storage capacity demand charges, increased third party service and maintenance contract costs and increased payroll and benefit costs of operations personnel, generally as a result of an additional Train that was in operation between the periods. Operating and maintenance (including affiliates) also includes insurance and regulatory costs and other operating costs.

Depreciation and amortization expense increased during the year ended December 31, 2021 from the comparable period in 2020 as a result of commencing operations of Train Three of the Liquefaction Project in March 2021.

Other expense (income)

Interest expense, net of capitalized interest increased during the year ended December 31, 2021 compared to the comparable period in 2020, primarily because the construction of the third train of the Liquefaction Project was completed on March 26, 2021, which eliminated the portion of total interest costs that was eligible for capitalization. During the years ended December 31, 2021 and 2020, we incurred $473 million and $484 million of total interest cost of which we capitalized $26 million and $119 million, respectively. Capitalized interest primarily related to interest costs incurred to construct the assets of the Liquefaction Project.

Interest rate derivative loss, net decreased during the year ended December 31, 2021 compared to the comparable 2020 period, primarily due to the settlement of certain outstanding derivatives in August 2020 that were in an unfavorable position and a favorable shift in the long-term forward LIBOR curve between the periods.

Liquidity and Capital Resources

The following information describes our ability to generate and obtain adequate amounts of cash to meet our requirements in the short term and the long term. In the short term, we expect to meet our cash requirements using operating cash flows and available liquidity, consisting of restricted cash and cash equivalents and available commitments under our credit facilities. In the long term, we expect to meet our cash requirements using operating cash flows and other future potential sources of liquidity, which may include our debt offerings.

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The table below provides a summary of our available liquidity as of December 31, 2021 (in millions). Future material sources of liquidity are discussed below.

Our liquidity position subsequent to December 31, 2021 is driven by future sources of liquidity and future cash requirements. Future sources of liquidity are expected to be composed of (1) cash receipts from executed contracts, under which we are contractually entitled to future revenues, and (2) additional sources of liquidity, from which we expect to receive cash although the cash is not underpinned by executed contracts. Future cash requirements are expected to be composed of (1) cash payments under executed contracts, under which we are contractually obligated to make payments, and (2) additional cash requirements, under which we expect to make payments although we are not contractually obligated to make the payments under executed contracts. Future sources of liquidity and future cash requirements are estimates based on management’s assumptions and currently known market conditions and other factors as of December 31, 2021.

Supplemental Guarantor Information

The Outstanding Senior Notes are jointly and severally guaranteed by each of our consolidated subsidiaries, CCL, CCP and Corpus Christi Pipeline GP, LLC (each a “Guarantor” and collectively, the “Guarantors”).

The Guarantors’ guarantees are full and unconditional, subject to certain release provisions including (1) the sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of all or substantially all of the capital stock or the assets of the Guarantors, (2) the designation of the Guarantor as an “unrestricted subsidiary” in accordance with the indentures governing the 144A Senior Notes (the “CCH Indentures”), (3) upon the legal defeasance or covenant defeasance or discharge of obligations under the CCH Indentures and (4) the release and discharge of the Guarantors pursuant to the CSAA. In the event of a default in payment of the principal or interest by us, whether at maturity of the 144A Senior Notes or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted against the Guarantors to enforce the guarantee.

The rights of holders of 144A Senior Notes against the Guarantors may be limited under the U.S. Bankruptcy Code or federal or state fraudulent transfer or conveyance law. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of the Guarantors. Moreover, this provision may not be effective to protect the guarantee from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished.

Summarized financial information about us and the Guarantors as a group is omitted herein because such information would not be materially different from our Consolidated Financial Statements.

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Future Sources and Uses of Liquidity

Future Sources of Liquidity under Executed Contracts

Because many of our sales contracts have long-term durations, we are contractually entitled to significant future consideration under our SPAs which has not yet been recognized as revenue. This future consideration is in most cases not yet legally due to us and was not reflected on our Consolidated Balance Sheets as of December 31, 2021. In addition, a significant portion of this future consideration is subject to variability as discussed more specifically below. We anticipate that this consideration will be available to meet liquidity needs in the future. The following table summarizes our estimate of future material sources of liquidity to be received from executed contracts as of December 31, 2021 (in billions):

LNG Revenues

We have contracted approximately 75% of the total production capacity from the Liquefaction Project through long-term SPAs, with approximately 18 years of weighted average remaining life as of December 31, 2021. The majority of the contracted capacity is comprised of fixed-price, long-term SPAs we have executed with third parties to sell LNG from Trains One through Three of the Liquefaction Project. Under the SPAs, the customers purchase LNG on a free on board (“FOB”) basis for a price consisting of a fixed fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub. Certain customers may elect to cancel or suspend deliveries of LNG cargoes, with advance notice as governed by each respective SPA, in which case the customers would still be required to pay the fixed fee with respect to the contracted volumes that are not delivered as a result of such cancellation or suspension. The variable fees under our SPAs were generally sized with the intention to cover the costs of gas purchases and variable transportation and liquefaction fuel to produce the LNG to be sold under each such SPA. In aggregate, the minimum annual fixed fee portion to be paid by the third-party SPA customers is

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approximately $1.8 billion for Trains One through Three of the Liquefaction Project. Our long-term SPA customers consist of creditworthy counterparties, with an average credit rating of BBB+, Baa1 and BBB+ by S&P Global Ratings, Moody’s Corporation and Fitch Ratings, respectively. A discussion of revenues under our SPAs can be found in Note 11—Revenues from Contracts with Customers of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

In addition to the third party SPAs discussed above, we have also executed SPAs with CMI UK to sell (1) approximately 15 TBtu per annum of LNG with a term through 2043 (included in the table above), (2) any LNG produced by the Liquefaction Project in excess of that required for other customers at CMI UK’s option, of which any committed transactions are included in the table above, and (3) approximately 44 TBtu of LNG with a maximum term up to 2026 associated with our IPM agreement with EOG Resources, Inc.

Additional Future Sources of Liquidity

Available Commitments under Credit Facilities

As of December 31, 2021, we had $589 million in available commitments under the CCH Working Capital Facility, subject to compliance with the covenants, to potentially meet liquidity needs. Our credit facilities mature between 2023 and 2024.

Equity Contribution Agreement

In May 2018, we amended and restated the existing equity contribution agreement with Cheniere (the “Equity Contribution Agreement”) pursuant to which Cheniere agreed to provide cash contributions up to approximately $1.1 billion, not including $2.0 billion previously contributed under the original equity contribution agreement. Full discussion of the Equity Contribution Agreement can be found in Note 12—Related Party Transactions of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Future Cash Requirements for Operations and Capital Expenditures under Executed Contracts

We are committed to make future cash payments for operations and capital expenditures pursuant to certain of our contracts. The following table summarizes our estimate of material cash requirements for operations and capital expenditures under executed contracts as of December 31, 2021 (in billions):

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Natural Gas Supply, Transportation and Storage Service Agreements

We have secured natural gas feedstock for the Corpus Christi LNG terminal through long-term natural gas supply and IPM agreements. Under our IPM agreements, we pay for natural gas feedstock based on global gas market prices less fixed liquefaction fees and certain costs incurred by us. While IPM agreements are not revenue contracts for accounting purposes, the payment structure for the purchase of natural gas under the IPM agreements generates a take-or-pay style fixed liquefaction fee, assuming that LNG produced from the natural gas feedstock is subsequently sold at a price approximating the global LNG market price paid for the natural gas feedstock purchase.

As of December 31, 2021, we have secured 87% of the natural gas supply required to support the total forecasted production capacity of the Liquefaction Project during 2022. Natural gas supply secured decreases as a percentage of forecasted production capacity beyond 2022. Natural gas supply is generally secured on an indexed pricing basis, with title transfer occurring upon receipt of the commodity. As further described in the LNG Revenues section above, the pricing structure of our SPA arrangements with our customers incorporates a variable fee per MMBtu of LNG generally equal to 115% of Henry Hub, thus limiting our net exposure to future increases in natural gas prices. Inclusive of amounts under contracts with unsatisfied conditions precedent as of December 31, 2021, we have secured up to 2,642 TBtu of natural gas feedstock through agreements with remaining terms that range up to 10 years. A discussion of our natural gas supply and IPM agreements can be found in Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

To ensure that we are able to transport natural gas feedstock to the Corpus Christi LNG terminal, we have entered into transportation precedent and other agreements to secure firm pipeline transportation capacity from third party pipeline companies. We have also entered into firm storage services agreements with third parties to assist in managing variability in natural gas needs for the Liquefaction Project.

Additional Future Cash Requirements for Operations and Capital Expenditures

Corporate Activities

We have contracts with subsidiaries of Cheniere for operations, maintenance and management services. Cheniere and its subsidiaries’ full-time employee headcount was 1,550, including 333 employees who directly supported the Liquefaction Project operations as of January 31, 2022. Full discussion of our operations, maintenance and management agreements can be found in Note 12—Related Party Transactions of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Financially Disciplined Growth

Our affiliates hold significant land positions at the Corpus Christi LNG terminal, which provides potential development and investment opportunities for further liquefaction capacity expansion at strategically advantaged locations with proximity to pipeline infrastructure and resources. We expect that any potential future expansion at the Corpus Christi LNG terminal would increase cash requirements to support expanded operations, although expansion could be designed to leverage shared infrastructure to reduce the incremental costs of any potential expansion.

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Future Cash Requirements for Financing under Executed Contracts

We are committed to make future cash payments for financing pursuant to certain of our contracts. The following table summarizes our estimate of material cash requirements for financing under executed contracts as of December 31, 2021 (in billions):

Debt

As of December 31, 2021, our debt complex was comprised of senior notes with an aggregate outstanding principal balance of $8.5 billion and credit facilities with an aggregate outstanding balance of $2.0 billion. As of December 31, 2021, we were in compliance with all covenants related to our debt agreements. Further discussion of our debt obligations, including the restrictions imposed by these arrangements, can be found in Note 10—Debt of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Interest

As of December 31, 2021, our senior notes had a weighted average contractual interest rate of 4.83% and our credit facilities had weighted average interest rates on outstanding balances ranging from 1.85% to 3.50%. Borrowings under our credit facilities are indexed to LIBOR, which is expected to be phased out by 2023. It is currently unclear whether LIBOR will be utilized beyond that date or whether it will be replaced by a particular rate. We amended the CCH Credit Facility and the CCH Working Capital Facility in 2021 to establish a SOFR-indexed replacement rate for LIBOR. Undrawn commitments under the CCH Working Capital Facility are subject to commitment fees of 0.50%. Issued letters of credit under the CCH Working Capital Facility are subject to letter of credit fees of 1.25%. We had $361 million of issued letters of credit under the CCH Working Capital Facility as of December 31, 2021.

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Sources and Uses of Cash

The following table summarizes the sources and uses of our restricted cash and cash equivalents for the years ended December 31, 2021 and 2020 (in millions). The table presents capital expenditures on a cash basis; therefore, these amounts differ from the amounts of capital expenditures, including accruals, which are referred to elsewhere in this report. Additional discussion of these items follows the table.

Operating Cash Flows

Operating cash flows during the years ended December 31, 2021 and 2020 were $1,424 million and $396 million, respectively. The $1,028 million increase in operating cash inflows in 2021 compared to 2020 was primarily related to increased cash receipts from the sale of LNG cargoes due to higher revenue per MMBtu and increased volume of LNG delivered between periods, in addition to higher than normal contributions from LNG and natural gas portfolio optimization activities due to significant volatility in LNG and natural gas markets during the year ended December 31, 2021. Partially offsetting these operating cash inflows was higher operating cash outflows due to higher natural gas feedstock costs.

Investing Cash Flows

Cash outflows for property, plant and equipment were primarily for the construction costs for the Liquefaction Project, which are capitalized as construction-in-process until achievement of substantial completion. On March 26, 2021, substantial completion of Train Three of the Liquefaction Project was achieved.

Financing Cash Flows

During the year ended December 31, 2021, we issued an aggregate principal amount of $750 million of the Old Notes, which together with cash on hand, were used to repay outstanding borrowings under the CCH Credit Facility. Additionally, borrowings of $400 million under the CCH Working Capital Facility were used to fund our working capital requirements and $290 million was repaid during the year.

During the year ended December 31, 2020, we issued an aggregate principal amount of $769 million of the 3.52% Senior Secured Notes due 2039 to repay a portion of the outstanding borrowings under the CCH Credit Facility. Additionally, borrowings of $281 million under the CCH Working Capital Facility were used to fund our working capital requirements and $141 million was repaid during the year.

Debt Issuances and Related Financing Costs

The following table shows the issuances of debt during the years ended December 31, 2021 and 2020, including intra-quarter borrowings (in millions):

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We incurred $4 million and $8 million of debt issuance and deferred financing costs during the years ended December 31, 2021 and 2020, respectively, related to the debt transactions described above.

Debt Repayments and Related Extinguishment Costs

The following table shows the repayments of debt during the years ended December 31, 2021 and 2020, including intra-quarter repayments (in millions):

We incurred $5 million and zero of debt extinguishment costs during the years ended December 31, 2021 and 2020, respectively, related to the debt transactions described above.

Distributions

During the years ended December 31, 2021 and 2020, we made distributions of $1,163 million and zero, respectively, to Cheniere.

Summary of Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the valuation of derivative instruments. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve significant judgment.

Fair Value of Derivative Instruments

All derivative instruments, other than those that satisfy specific exceptions, are recorded at fair value. We record changes in the fair value of our derivative positions through earnings, based on the value for which the derivative instrument could be exchanged between willing parties. If market quotes are not available to estimate fair value, management’s best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or determined through industry-standard valuation approaches. Such evaluations may involve significant judgment and the results are based on expected future events or conditions, particularly for those valuations using inputs unobservable in the market as discussed below.

Our derivative instruments consist of interest rate swaps, financial commodity derivative contracts transacted in an over-the-counter market and physical commodity contracts. We value our interest rate swaps using observable inputs including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. Valuation of our financial commodity derivative contracts is determined using observable commodity price curves and other relevant data.

Valuation of our physical commodity derivative contracts, consisting primarily of natural gas supply contracts for the operation of our liquified natural gas facilities, is often developed through the use of internal models which incorporate significant observable and unobservable inputs. In instances where observable data is unavailable, consideration is given to the assumptions that market participants would use in valuing the asset or

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liability. This includes assumptions about market risks, such as future prices of energy units for unobservable periods, liquidity and volatility, and associated events deriving fair value including, but not limited to, evaluation of whether the respective market exists from the perspective of market participants as infrastructure is developed.

The valuation of certain physical commodity derivatives requires the use of significant unobservable inputs and judgment in estimating underlying forward commodity curves due to periods of unobservability or limited liquidity. Such valuations are more susceptible to variability particularly when markets are volatile. Provided below is the change in unrealized valuation gain (loss) of instruments valued through the use of internal models which incorporate significant unobservable inputs for the years ended December 31, 2021 and 2020 (in millions). The changes shown are limited to instruments held at the end of each respective period.

The $1.3 billion unrealized valuation loss on instruments held during the year ended December 31, 2021 is primarily attributed to significant appreciation in estimated forward international LNG commodity curves on our IPM agreements from December 31, 2020 to December 31, 2021, relative to prior comparative periods.

The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a material change in the estimated fair value could occur in the near future, particularly as it relates to commodity prices given the level of volatility in the current year.

Recent Accounting Standards

For a summary of recently issued accounting standards, see Note 2—Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk

Marketing and Trading Commodity Price Risk

We have entered into commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the Liquefaction Project (“Liquefaction Supply Derivatives”). In order to test the sensitivity of the fair value of the Liquefaction Supply Derivatives to changes in underlying commodity prices, management modeled a 10% change in the commodity price for natural gas for each delivery location as follows (in millions):

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Interest Rate Risk

We are exposed to interest rate risk primarily when we incur debt related to project financing. Interest rate risk is managed in part by replacing outstanding floating-rate debt with fixed-rate debt with varying maturities. We have entered into interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under the Term Loan Facility (“CCH Interest Rate Derivatives”). In order to test the sensitivity of the fair value of the CCH Interest Rate Derivatives to changes in interest rates, management modeled a 10% change in the forward one-month LIBOR curve across the remaining terms of the CCH Interest Rate Derivatives as follows (in millions):

See Note 7—Derivative Instruments of our Notes to Consolidated Financial Statements included elsewhere in this prospectus for additional details about our derivative instruments.

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BUSINESS

Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

General

Cheniere Corpus Christi Holdings, LLC (“CCH”) is a Delaware limited liability company formed in September 2014 by Cheniere Energy, Inc. (“Cheniere”). We provide clean, secure and affordable LNG to integrated energy companies, utilities and energy trading companies around the world. We aspire to conduct our business in a safe and responsible manner, delivering a reliable, competitive and integrated source of LNG to our customers.

LNG is natural gas (methane) in liquid form. The LNG we produce is shipped all over the world, turned back into natural gas (called “regasification”) and then transported via pipeline to homes and businesses and used as an energy source that is essential for heating, cooking and other industrial uses. Natural gas is a cleaner-burning, abundant and affordable source of energy. When LNG is converted back to natural gas, it can be used instead of coal, which reduces the amount of pollution traditionally produced from burning fossil fuels, like sulfur dioxide and particulate matter that enters the air we breathe. Additionally, compared to coal, it produces significantly fewer carbon emissions. By liquefying natural gas, we are able to reduce its volume by 600 times so that we can load it onto special LNG carriers designed to keep the LNG cold and in liquid form for efficient transport overseas.

We operate a natural gas liquefaction and export facility (the “Liquefaction Facilities”) and operate a 21.5-mile natural gas supply pipeline that interconnects the natural gas liquefaction and export facility at Corpus Christi (the “Corpus Christi LNG terminal”) with several interstate and intrastate natural gas pipelines (the “Corpus Christi Pipeline” and together with the Liquefaction Facilities, the “Liquefaction Project”) near Corpus Christi, Texas, through our subsidiaries Corpus Christi Liquefaction, LLC (“CCL”) and Cheniere Corpus Christi Pipeline, L.P. (“CCP”), respectively. We operate three Trains for a total production capacity of approximately 15 mtpa of LNG. The Liquefaction Project also includes three LNG storage tanks with aggregate capacity of approximately 10 Bcfe and two marine berths that can each accommodate vessels with nominal capacity of up to 266,000 cubic meters.

Our customer arrangements provide us with significant, stable and long-term cash flows. As further discussed below, we contract our anticipated production capacity under SPAs, in which our customers are generally required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes, and under IPM agreements, in which the gas producer sells gas on a global LNG index price, less a fixed liquefaction fee, shipping and other costs. Our long-term customer arrangements form the foundation of our business and provide us with significant, stable, long-term cash flows. We have contracted approximately 75% of the total production capacity with approximately 18 years of weighted average remaining life as of December 31, 2021.

We remain focused on operational excellence and customer satisfaction. Increasing demand for LNG has allowed us to expand our liquefaction infrastructure in a financially disciplined manner. We have increased available liquefaction capacity at our Liquefaction Project as a result of debottlenecking and other optimization projects. We hold a significant land position at the Corpus Christi LNG terminal, which provides opportunity for further liquefaction capacity expansion. The development of these sites or other projects, including infrastructure projects in support of natural gas supply and LNG demand, will require, among other things, acceptable commercial and financing arrangements before we can make a final investment decision (“FID”).

Additionally, we are committed to the responsible and proactive management of our most important environmental, social and governance (“ESG”) impacts, risks and opportunities. Cheniere published its 2020 Corporate Responsibility (“CR”) report, which details our strategy and progress on ESG issues, as well as our

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efforts on integrating climate considerations into our business strategy and taking a leadership position on increased environmental transparency, including conducting a climate scenario analysis and our plan to provide LNG customers with Cargo Emission Tags. In August 2021, Cheniere also announced a peer-reviewed LNG life cycle assessment study which allows for improved greenhouse gas emissions assessment, which was published in the American Chemical Society Sustainable Chemistry & Engineering Journal. Cheniere’s CR report is available at cheniere.com/IMPACT.

Our Business Strategy

Our primary business strategy for the Liquefaction Project is to develop, construct and operate assets supported by long-term, fixed fee contracts. We plan to implement our strategy by:

Our Liquefaction Project

We operate three Trains and two marine berths at the Liquefaction Project. We commenced commercial operating activities of Trains One, Two and Three of the Liquefaction Project in February 2019, August 2019 and March 2021, respectively.

The following summarizes the volumes of natural gas for which we have received approvals from FERC to site, construct and operate the Liquefaction Project and the orders we have received from the DOE authorizing the export of domestically produced LNG by vessel from the Liquefaction Project through December 31, 2050:

Pipeline Facilities

In November 2019, the FERC authorized CCP to construct and operate the pipeline for Corpus Christi Stage 3. The pipeline will be designed to transport 1.5 Bcf/d of natural gas feedstock required by Corpus Christi Stage 3 from the existing regional natural gas pipeline grid.

Natural Gas Supply, Transportation and Storage

CCL has secured natural gas feedstock for the Corpus Christi LNG terminal through traditional long-term natural gas supply and IPM agreements. Additionally, to ensure that CCL is able to transport and manage the natural gas feedstock to the Corpus Christi LNG terminal, it has entered into transportation precedent and other agreements to secure firm pipeline transportation and storage capacity from third-parties.

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Customers

The following table shows customers with revenues of 10% or greater of total revenues from external customers:

All of the above customers are long-term SPA customers that contribute to our LNG revenues.

Governmental Regulation

The Liquefaction Project is subject to extensive regulation under federal, state and local statutes, rules, regulations and laws. These laws require that we engage in consultations with appropriate federal and state agencies and that we obtain and maintain applicable permits and other authorizations. These rigorous regulatory requirements increase the cost of construction and operation, and failure to comply with such laws could result in substantial penalties and/or loss of necessary authorizations.

Federal Energy Regulatory Commission

The design, construction, operation, maintenance and expansion of the Liquefaction Project, the import or export of LNG and the purchase and transportation of natural gas in interstate commerce through the Corpus Christi Pipeline are highly regulated activities subject to the jurisdiction of the FERC pursuant to the Natural Gas Act of 1938, as amended (the “NGA”). Under the NGA, the FERC’s jurisdiction generally extends to the transportation of natural gas in interstate commerce, to the sale for resale of natural gas in interstate commerce, to natural gas companies engaged in such transportation or sale and to the construction, operation, maintenance and expansion of LNG terminals and interstate natural gas pipelines.

The FERC’s authority to regulate interstate natural gas pipelines and the services that they provide generally includes regulation of:

Under the NGA, our pipeline is not permitted to unduly discriminate or grant undue preference as to rates or the terms and conditions of service to any shipper, including its own marketing affiliate. Those rates, terms and conditions must be public, and on file with the FERC. In contrast to pipeline regulation, the FERC does not require LNG terminal owners to provide open-access services at cost-based or regulated rates. Although the

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provisions that codified FERC’s policy in this area expired on January 1, 2015, we see no indication that the FERC intends to change its policy in this area. On February 18, 2022, FERC updated its 1999 Policy Statement on certification of new interstate natural gas facilities and the framework for FERC’s decision-making process, which would now include, among other things, reasonably foreseeable greenhouse gas emissions that may be attributable to the project and the project’s impact on environmental justice communities. These FERC changes are the first revision in more than 20 years to FERC’s policy for the certification of new interstate natural gas pipeline projects under Section 7 of the NGA. The updated Policy Statement has more limited applicability to LNG projects regulated under Section 3 of the Natural Gas Act. While the impact on our future projects and expansions is not known at this time, we do not expect it to have a material adverse effect on our operations.

We are permitted to make sales of natural gas for resale in interstate commerce pursuant to a blanket marketing certificate granted by the FERC with the issuance of our Certificate of Public Convenience and Necessity (“Certificate”) to our marketing affiliates. Our sales of natural gas will be affected by the availability, terms and cost of pipeline transportation. As noted above, the price and terms of access to pipeline transportation are subject to extensive federal and state regulation.

In order to site, construct and operate the Corpus Christi LNG terminal, we received and are required to maintain authorizations from the FERC under Section 3 of the NGA as well as other material governmental and regulatory approvals and permits. The Energy Policy Act of 2005 (the “EPAct”) amended Section 3 of the NGA to establish or clarify the FERC’s exclusive authority to approve or deny an application for the siting, construction, expansion or operation of LNG terminals, unless specifically provided otherwise in the EPAct, amendments to the NGA. For example, nothing in the EPAct amendments to the NGA were intended to affect otherwise applicable law related to any other federal agency’s authorities or responsibilities related to LNG terminals or those of a state acting under federal law.

In December 2014, the FERC issued an order granting CCL authorization under Section 3 of the NGA to site, construct and operate Trains One through Three of the Liquefaction Project and issued a certificate of public convenience and necessity under Section 7(c) of the NGA authorizing construction and operation of the Corpus Christi Pipeline (the “December 2014 Order”). A party to the proceeding requested a rehearing of the December 2014 Order, and in May 2015, the FERC denied rehearing (the “Order Denying Rehearing”). The party petitioned the relevant Court of Appeals to review the December 2014 Order and the Order Denying Rehearing; that petition was denied on November 4, 2016. In June of 2018, CCL and CCP filed an application with the FERC for authorization under Section 3 of the NGA to site, construct and operate Corpus Christi Stage 3 at the existing Liquefaction Project and pipeline location, which is being developed by a wholly owned subsidiary of Cheniere that is not owned or controlled by us. In November 2019, the FERC authorized CCP to construct and operate the pipeline for Corpus Christi Stage 3. The order is not subject to appellate court review. In 2020, FERC authorized CCP to construct and operate a portion of Corpus Christi Stage 3 (Sinton Compressor Station Unit No. 1) on an interim basis independently from the remaining Corpus Christi Stage 3 facilities, which received FERC approval for in-service in December 2020.

On September 27, 2019, CCL filed a request with the FERC pursuant to Section 3 of the NGA, requesting authorization to increase the total LNG production capacity of the terminal from currently authorized levels to an amount which reflects more accurately the capacity of the facility based on enhancements during the engineering, design and construction process, as well as operational experience to date. The requested authorizations do not involve construction of new facilities. Corresponding applications for authorization to export the incremental volumes were also submitted to the DOE. The DOE issued Orders granting authorization to export LNG to FTA countries in April 2020. The DOE authorization for export to non-FTA countries is still pending. In October 2021, the FERC issued its Orders Amending Authorization under Section 3 of the NGA.

The FERC’s Standards of Conduct apply to interstate pipelines that conduct transmission transactions with an affiliate that engages in natural gas marketing functions. The general principles of the FERC Standards of Conduct are: (1) independent functioning, which requires transmission function employees to function

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independently of marketing function employees; (2) no-conduit rule, which prohibits passing transmission function information to marketing function employees; and (3) transparency, which imposes posting requirements to detect undue preference due to the improper disclosure of non-public transmission function information. We have established the required policies, procedures and training to comply with the FERC’s Standards of Conduct.

All of our FERC construction, operation, reporting, accounting and other regulated activities are subject to audit by the FERC, which may conduct routine or special inspections and issue data requests designed to ensure compliance with FERC rules, regulations, policies and procedures. The FERC’s jurisdiction under the NGA allows it to impose civil and criminal penalties for any violations of the NGA and any rules, regulations or orders of the FERC up to approximately $1.3 million per day per violation, including any conduct that violates the NGA’s prohibition against market manipulation.

Several other material governmental and regulatory approvals and permits will be required throughout the life of the Liquefaction Project. In addition, our FERC orders require us to comply with certain ongoing conditions, reporting obligations and maintain other regulatory agency approvals throughout the life of the Liquefaction Project. For example, throughout the life of the Liquefaction Project, we are subject to regular reporting requirements to the FERC, the Department of Transportation’s (“DOT”), PHMSA and applicable federal and state regulatory agencies regarding the operation and maintenance of our facilities. To date, we have been able to obtain and maintain required approvals as needed, and the need for these approvals and reporting obligations have not materially affected our construction or operations.

DOE Export Licenses

The DOE has authorized the export of domestically produced LNG by vessel from the Corpus Christi LNG terminal as discussed in Our Liquefaction Project. Although it is not expected to occur, the loss of an export authorization could be a force majeure event under our SPAs.

Under Section 3 of the NGA applications for exports of natural gas to FTA countries, which allow for national treatment for trade in natural gas, are “deemed to be consistent with the public interest” and shall be granted by the DOE without “modification or delay.” FTA countries currently recognized by the DOE for exports of LNG include Australia, Bahrain, Canada, Chile, Colombia, Dominican Republic, El Salvador, Guatemala, Honduras, Jordan, Mexico, Morocco, Nicaragua, Oman, Panama, Peru, Republic of Korea and Singapore. FTAs with Israel and Costa Rica do not require national treatment for trade in natural gas. Applications for export of LNG to non-FTA countries are considered by the DOE in a notice and comment proceeding whereby the public and other interveners are provided the opportunity to comment and may assert that such authorization would not be consistent with the public interest.

Pipeline and Hazardous Materials Safety Administration

The Liquefaction Project is subject to regulation by PHMSA. PHMSA is authorized by the applicable pipeline safety laws to establish minimum safety standards for certain pipelines and LNG facilities. The regulatory standards PHMSA has established are applicable to the design, installation, testing, construction, operation, maintenance and management of natural gas and hazardous liquid pipeline facilities and LNG facilities that affect interstate or foreign commerce. PHMSA has also established training, worker qualification and reporting requirements.

PHMSA performs inspections of pipeline and LNG facilities and has authority to undertake enforcement actions, including issuance of civil penalties up to approximately $225,000 per day per violation, with a maximum administrative civil penalty of approximately $2.25 million for any related series of violations.

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Other Governmental Permits, Approvals and Authorizations

Construction and operation of the Liquefaction Project requires additional permits, orders, approvals and consultations to be issued by various federal and state agencies, including the DOT, U.S. Army Corps of Engineers (“USACE”), U.S. Department of Commerce, National Marine Fisheries Service, U.S. Department of the Interior, U.S. Fish and Wildlife Service, the U.S. Environmental Protection Agency (the “EPA”), U.S. Department of Homeland Security, the Texas Commission on Environmental Quality (“TCEQ”) and the Railroad Commission of Texas.

The USACE issues its permits under the authority of the CWA (Section 404) and the Rivers and Harbors Act (Section 10). The EPA administers the CAA, and has delegated authority to the TCEQ to issue the Title V Operating Permit and the PSD Permit. These two permits are issued by the TCEQ.

Commodity Futures Trading Commission

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended the Commodity Exchange Act to provide for federal regulation of the over-the-counter derivatives market and entities, such as us, that participate in those markets. The Commodity Futures Trading Commission (the “CFTC”) has enacted a number of regulations pursuant to the Dodd-Frank Act, including the speculative position limit rules which became effective on March 15, 2021 and have a phased-in compliance date that began on January 1, 2022. Given the recent enactment of the speculative position limit rules, as well as the impact of other rules and regulations under the Dodd-Frank Act, the impact of such rules and regulations on our business continues to be uncertain.

As required by the Dodd-Frank Act, the CFTC and federal banking regulators also adopted rules requiring Swap Dealers (as defined in the Dodd-Frank Act), including those that are regulated financial institutions, to collect initial and/or variation margin with respect to uncleared swaps from their counterparties that are financial end users, registered swap dealers or major swap participants. These rules do not require collection of margin from non-financial-entity end users who qualify for the end user exception from the mandatory clearing requirement or from non-financial end users or certain other counterparties in certain instances. We qualify as a non-financial-entity end user with respect to the swaps that we enter into to hedge our commercial risks.

Pursuant to the Dodd-Frank Act, the CFTC adopted additional anti-manipulation and anti-disruptive trading practices regulations that prohibit, among other things, manipulative, deceptive or fraudulent schemes or material misrepresentation in the futures, options, swaps and cash markets. In addition, separate from the Dodd-Frank Act, our use of futures and options on commodities is subject to the Commodity Exchange Act and CFTC regulations, as well as the rules of futures exchanges on which any of these instruments are executed. Should we violate any of these laws and regulations, we could be subject to a CFTC or an exchange enforcement action and material penalties, possibly resulting in changes in the rates we can charge.

Environmental Regulation

The Liquefaction Project is subject to various federal, state and local laws and regulations relating to the protection of the environment and natural resources. These environmental laws and regulations require significant expenditures for compliance, can affect the cost and output of operations and may impose substantial penalties for non-compliance and substantial liabilities for pollution. Many of these laws and regulations, such as those noted below, restrict or prohibit impacts to the environment or the types, quantities and concentration of substances that can be released into the environment and can lead to substantial administrative, civil and criminal fines and penalties for non-compliance.

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Clean Air Act

The Liquefaction Project is subject to the federal CAA and comparable state and local laws. We may be required to incur certain capital expenditures over the next several years for air pollution control equipment in connection with maintaining or obtaining permits and approvals addressing air emission-related issues. We do not believe, however, that our operations, or the construction and operations of our liquefaction facilities, will be materially and adversely affected by any such requirements.

In 2009, the EPA promulgated and finalized the Mandatory Greenhouse Gas Reporting Rule requiring annual reporting of greenhouse gas (“GHG”) emissions from stationary sources in a variety of industries. In 2010, the EPA expanded the rule to include reporting obligations for LNG terminals. In addition, the EPA has defined GHG emissions thresholds that would subject GHG emissions from new and modified industrial sources to regulation if the source is subject to PSD Permit requirements due to its emissions of non-GHG criteria pollutants. While the EPA subsequently took a number of additional actions primarily relating to GHG emissions from the electric power generation and the oil and gas exploration and production industries, those rules were largely stayed or repealed during the Trump Administration including by amendments adopted by the EPA on February 23, 2018 and additional amendments to new source performance standards for the oil and gas industry on September 14 and 15, 2020. On November 15, 2021, the EPA proposed new regulations to reduce methane emissions from both new and existing sources within the Crude Oil and Natural Gas source category. The proposed regulations if finalized, would result in more stringent requirements for new sources, expand the types of new sources covered, and for the first time, establish emissions guidelines for existing sources in the Crude Oil and Natural Gas source category. We are supportive of regulations reducing GHG emissions over time.

From time to time, Congress has considered proposed legislation directed at reducing GHG emissions. In addition, many states have already taken regulatory action to monitor and/or reduce emissions of GHGs, primarily through the development of GHG emission inventories or regional GHG cap and trade programs. It is not possible at this time to predict how future regulations or legislation may address GHG emissions and impact our business. However, future regulations and laws could result in increased compliance costs, the imposition of taxes or fees related to GHG emissions or additional operating restrictions and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects.

Coastal Zone Management Act

The siting and construction of the Corpus Christi LNG terminal within the coastal zone is subject to the requirements of the Costas Zone Management Act (the “CZMA”). The CZMA is administered by the states (in Texas, by the General Land Office). This program is implemented to ensure that impacts to coastal areas are consistent with the intent of the CZMA to manage the coastal areas.

Clean Water Act

The Liquefaction Project is subject to the federal CWA and analogous state and local laws. The CWA imposes strict controls on the discharge of pollutants into the navigable waters of the United States, including discharges of wastewater and storm water runoff and fill/discharges into waters of the United States. Permits must be obtained prior to discharging pollutants into state and federal waters. The CWA is administered by the EPA, the USACE and by the states (in Texas, by the TCEQ). The CWA regulatory programs, including the Section 404 dredge and fill permitting program and Section 401 water quality certification program carried out by the states, are frequently the subject of shifting agency interpretations and legal challenges, which at times can result in permitting delays.

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Resource Conservation and Recovery Act

The federal RCRA and comparable state statutes govern the generation, handling and disposal of solid and hazardous wastes and require corrective action for releases into the environment. When such wastes are generated in connection with the operations of our facilities, we are subject to regulatory requirements affecting the handling, transportation, treatment, storage and disposal of such wastes.

Protection of Species, Habitats and Wetlands

Various federal and state statutes, such as the Endangered Species Act, the Migratory Bird Treaty Act, the CWA and the Oil Pollution Act, prohibit certain activities that may adversely affect endangered or threatened animal, fish and plant species and/or their designated habitats, wetlands, or other natural resources. If our Corpus Christi LNG terminal or the Corpus Christi Pipeline adversely affects a protected species or its habitat, we may be required to develop and follow a plan to avoid those impacts. In that case, siting, construction or operation may be delayed or restricted and cause us to incur increased costs.

It is not possible at this time to predict how future regulations or legislation may address protection of species, habitats and wetlands and impact our business. However, we do not believe that our operations, or the construction and operations of our Liquefaction Project, will be materially and adversely affected by such regulatory actions.

Market Factors and Competition

Market Factors

Our ability to enter into additional long-term SPAs to underpin the development of additional Trains, sale of LNG by CMI UK, or development of new projects is subject to market factors. These factors include changes in worldwide supply and demand for natural gas, LNG and substitute products, the relative prices for natural gas, crude oil and substitute products in North America and international markets, the rate of fuel switching for power generation from coal, nuclear or oil to natural gas, economic growth in developing countries and other related factors such as the effects of the COVID-19 pandemic. In addition, our ability to obtain additional funding to execute our business strategy is subject to the investment community’s appetite for investment in LNG and natural gas infrastructure and our ability to access capital markets.

We expect that global demand for natural gas and LNG will continue to increase as nations seek more abundant, reliable and environmentally cleaner fuel alternatives to oil and coal. Players around the globe have shown commitments to environmental goals consistent with many policy initiatives that we believe are constructive for LNG demand and infrastructure growth. Currently, significant amounts of money are being invested across Europe and Asia in natural gas projects under construction, and more continues to be earmarked to planned projects globally. Some examples include India’s commitment to invest over $60 billion to usher a gas-based economy, around $100 billion earmarked for Europe’s gas infrastructure buildout, and China’s hundreds of billions all along the natural gas value chain. We highlight regasification capacity, which will not only expand existing import capacities in rapidly growing markets like China and India, but also add new import markets all over the globe, raising the total number of important markets to approximately 60 by 2030 from 43 in 2020 and just 15 markets as recently as 2005.

As a result of these dynamics, global demand for natural gas is projected by the International Energy Agency to grow by approximately 20 trillion cubic feet (“Tcf”) between 2020 and 2030 and 33 Tcf between 2020 and 2040. LNG’s share is seen growing from about 11% in 2020 to about 12% of the global gas market in 2030 and 14% in 2040. Wood Mackenzie Limited (“WoodMac”) forecasts that global demand for LNG will increase by approximately 57%, from 366.6 mtpa, or 17.6 Tcf, in 2020, to 576.5 mtpa, or 27.7 Tcf, in 2030 and to 734.5 mtpa or 35.3 Tcf in 2040. WoodMac also forecasts LNG production from existing operational facilities and new

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facilities already under construction will be able to supply the market with approximately 517 mtpa in 2030, declining to 456 mtpa in 2040. This could result in a market need for construction of an additional approximately 60 mtpa of LNG production by 2030 and about 279 mtpa by 2040. As a cleaner burning fuel with far lower emissions than coal or liquid fuels in power generation, we expect gas and LNG to play a central role in balancing grids and contributing to a low carbon energy system globally. We believe the capital and operating costs of the uncommitted capacity of our Liquefaction Project is competitive with new proposed projects globally and we are well-positioned to capture a portion of this incremental market need.

Our LNG terminal business has limited exposure to oil price movements as we have contracted a significant portion of our LNG production capacity under long-term sale and purchase agreements. These agreements contain fixed fees that are required to be paid even if the customers elect to cancel or suspend delivery of LNG cargoes. We have contracted approximately 75% of the total production capacity from the Liquefaction Project, with approximately 18 years of weighted average remaining life as of December 31, 2021, which includes volumes contracted under SPAs in which the customers are required to pay a fixed fee with respect to the contracted volumes irrespective of their election to cancel or suspend deliveries of LNG cargoes.

Competition

When CCL needs to replace any existing SPA or enter into new SPAs, CCL will compete on the basis of price per contracted volume of LNG with other natural gas liquefaction projects throughout the world, including our affiliate SPL, which operates six Trains at a natural gas liquefaction facility in Cameron Parish, Louisiana. Revenues associated with any incremental volumes of the Liquefaction Project, including those made available to CMI UK, will also be subject to market-based price competition. Many of the companies with which we compete are major energy corporations with longer operating histories, more development experience, greater name recognition, greater financial, technical and marketing resources and greater access to LNG markets than us.

Subsidiaries

Our assets are generally held by our subsidiaries. We conduct most of our business through these subsidiaries, including the development, construction and operation of our Liquefaction Project.

Employees

We have no employees. We have contracts with Cheniere and its subsidiaries for operations, maintenance and management services. As of January 31, 2022, Cheniere and its subsidiaries had 1,550 full-time employees, including 333 employees who directly supported the Liquefaction Project.

Legal Proceedings

We may in the future be involved as a party to various legal proceedings, which are incidental to the ordinary course of business. We regularly analyze current information and, as necessary, provide accruals for probable liabilities on the eventual disposition of these matters.

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MANAGEMENT

Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

Managers and Officers of Cheniere Corpus Christi Holdings, LLC

CCH is a Delaware limited liability company managed by “managers” (as defined in our amended and restated limited liability company agreement, dated March 30, 2015), and has officers appointed by the managers from time to time. CCH is the sole member of each of CCL and CCP GP and, in that capacity, is the member manager of each of those entities.

The following sets forth information, as of March 11, 2022, regarding these managers and certain key officers.

Officers of Corpus Christi Liquefaction, LLC

CCL is a Delaware limited liability company managed by its sole member, CCH, and has officers appointed by from time to time by CCH.

The following sets forth information, as of March 11, 2022, regarding certain key officers of CCL.

Officers of Cheniere Corpus Christi Pipeline, L.P.

CCP is a Delaware limited partnership managed by its general partner, Corpus Christi Pipeline GP, LLC, and has officers appointed from time to time by the general partner.

The following sets forth information, as of March 11, 2022, regarding certain key officers of CCP.

Officers of Corpus Christi Pipeline GP, LLC

CCP GP is a Delaware limited liability company managed by its sole member, CCH, and has officers appointed from time to time by CCH.

The following sets forth information, as of March 11, 2022, regarding a key officer of CCP GP.

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The biographies of the officers of each of CCH and the Guarantors are as follows:

Jack A. Fusco

Jack A. Fusco serves as Chief Executive Officer of CCL. Mr. Fusco is a director and the President and Chief Executive Officer of Cheniere. Mr. Fusco has served as President and Chief Executive Officer since May 2016 and as a director of Cheniere since June 2016. In addition, Mr. Fusco serves as Chairman, President and Chief Executive Officer of Cheniere Energy Partners GP, LLC, a wholly-owned subsidiary of Cheniere and the general partner of Cheniere Energy Partners, L.P. (“Cheniere Partners”) a publicly-traded limited partnership that is operating the Sabine Pass LNG terminal. Mr. Fusco served as Chairman, President and Chief Executive Officer of Cheniere Energy Partners LP Holdings, LLC from June 2016 to September 2018. Mr. Fusco is also a Manager, President and Chief Executive Officer of the general partner of Sabine Pass LNG, L.P. and Chief Executive Officer of Sabine Pass Liquefaction, LLC. Mr. Fusco received recognition as Best CEO in the electric industry by Institutional Investor in 2012 as ranked by all industry analysts and for Best Investor Relations by a CEO or Chairman among all mid-cap companies by IR Magazine in 2013. Institutional Investor again recognized Mr. Fusco for the 2020 All-American Executive Team Best CEO in the natural gas industry.

Mr. Fusco served as Chief Executive Officer of Calpine Corporation (“Calpine”) from August 2008 to May 2014 and as Executive Chairman of Calpine from May 2014 through May 11, 2016. Mr. Fusco served as a member of the board of directors of Calpine from August 2008 until March 2018, when the sale of Calpine to an affiliate of Energy Capital Partners and a consortium of other investors was completed. Mr. Fusco was recruited by Calpine’s key shareholders in 2008, just as that company was emerging from bankruptcy. Calpine grew to become America’s largest generator of electricity from natural gas, safely and reliably meeting the needs of an economy that demands cleaner, more fuel-efficient and dependable sources of electricity. As Chief Executive Officer of Calpine, Mr. Fusco managed a team of approximately 2,300 employees and led one of the largest purchasers of natural gas in America, a successful developer of new gas-fired power generation facilities and a company that prudently managed the inherent commodity trading and balance sheet risks associated with being a merchant power producer.

Mr. Fusco’s career of over 35 years in the energy industry began with his employment at Pacific Gas & Electric Company upon graduation from California State University, Sacramento with a Bachelor of Science in Mechanical Engineering in 1984. He joined Goldman Sachs 13 years later as a Vice President with responsibility for commodity trading and marketing of wholesale electricity, a role that led to the creation of Orion Power Holdings, an independent power producer that Mr. Fusco helped found with backing from Goldman Sachs, where he served as President and Chief Executive Officer from 1998-2002. In 2004, he was asked to serve as Chairman and Chief Executive Officer of Texas Genco LLC by a group of private institutional investors, and successfully managed the transition of that business from a subsidiary of a regulated utility to a strong and profitable independent company, generating a more than 5-fold return for shareholders upon its merger with NRG in 2006.

Aaron Stephenson

Mr. Stephenson serves as a Manager of CCH and President of CCP, and has served as Senior Vice President, Operations of Cheniere since November 2019. Mr. Stephenson also serves as a director and Senior Vice President, Operations of the general partner of Cheniere Partners. Mr. Stephenson joined Cheniere in April 2013 as Director, Production, Sabine Pass Operations, leading the effort to prepare for liquefaction operations. In May 2016, he moved into the position of Vice President and General Manager for Sabine Pass facility. Mr. Stephenson has over 40 years of experience in the energy industry, focusing for the past 17 years on LNG. He has worked in various locations around the world, including Yemen, London, and Peru. Before joining Cheniere, he served as Plant Manager at Peru LNG. His professional experience includes filling the roles of LNG Plant Manager, E&P Manager, Commissioning Manager, Plant Engineering Manager, and Project Engineer. Prior company affiliations include Cities Service Oil Co., Oxy USA, and Hunt Oil Co. Mr. Stephenson has a B.S. in Mechanical Engineering from Lamar University.

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Zach Davis

Zach Davis serves as the Manager, President and Chief Financial Officer of CCH, President and Chief Financial Officer of CCL and CCP GP, and Chief Financial Officer of CCP. Mr. Davis has served as Executive Vice President and Chief Financial Officer of Cheniere since February 2022, as a director and Executive Vice President and Chief Financial Officer of the general partner of Cheniere Partners since February 2022, and as a director of the Cheniere Foundation. Mr. Davis joined Cheniere in November 2013. He previously served as Senior Vice President and Chief Financial Officer of Cheniere from August 2020 to February 2022, as Senior Vice President, Finance from February 2020 to August 2020 and as Vice President, Finance and Planning from October 2016 to February 2020, and as Senior Vice President and Chief Financial Officer of the general partner of Cheniere Partners from August 2020 to February 2022. Mr. Davis has over 14 years of energy finance experience, focusing on strategic advisory assignments and financings for companies, projects and assets in the LNG, power, renewable energy, midstream and infrastructure sectors. Prior to joining Cheniere, Mr. Davis held energy investment banking and project finance roles at Credit Suisse, Marathon Capital and HSH Nordbank. Mr. Davis received a B.S. in Economics from Duke University.

Michelle A. Dreyer

Michelle A. Dreyer is our “independent manager” (as defined in our amended and restated limited liability company agreement, dated March 30, 2015), whose role is limited to approve, unanimously with our managers, any action that would constitute a bankruptcy. At any time that the Security Trustee or its designee acquires at least 50.1% of our membership interests having voting rights, the independent manager will be removed and no successor will be designated.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We have not paid any compensation to our executive officers since inception and have no plans to do so in the future. All of our executive officers are also employees of Cheniere. In addition to providing services to us, with the exception of Ms. Dreyer, each of our officers and directors devotes a significant portion of his or her time to work for Cheniere and its affiliates.

Cheniere compensates our officers for the performance of their duties as employees of Cheniere, which includes managing our business. Cheniere does not allocate this compensation between services for us and services for Cheniere and its affiliates. Our officers may participate in employee benefit plans and arrangements sponsored by Cheniere and its affiliates, including plans that may be established by Cheniere and its affiliates in the future. Our board of managers does not review any of the compensation decisions made by Cheniere with regard to compensation of our executive officers.

Manager Compensation

We have paid no compensation to our managers since inception and have no plans to do so in the future. The company that employs Ms. Dreyer is compensated $2,500 per year for her services as an independent manager.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The limited liability company interest represented by units in our limited liability company is wholly owned by Holdco. The following table sets forth the beneficial ownership of our limited liability company interests owned of record and beneficially as of March 11, 2022 by:

The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

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DESCRIPTION OF OTHER SENIOR DEBT

The following is a summary of our material outstanding indebtedness. It does not include all of the provisions of our material indebtedness, does not purport to be complete and is qualified in its entirety by reference to the provisions of the instruments and agreements described. Certain terms used and not defined in this section shall have the meanings attributed to such terms in the Glossary of Certain Finance Document Terms or the Glossary of Certain Defined Terms.

Term Loan Facility

On May 22, 2018, we entered into the Term Loan Facility, which is being used to fund a portion of the costs associated with the development, construction, operation and maintenance of the Corpus Christi Terminal Facility and the Corpus Christi Pipeline. CCH is the borrower under the Term Loan Facility and each of CCL, CCP and CCP GP is a guarantor under the Term Loan Facility pursuant to the guarantee described in “Description of Security Documents—Common Security and Account Agreement—Guarantees.” Under the Term Loan Facility, CCH, CCL, CCP and CCP GP are referred to as the “Loan Parties.” As of December 31, 2021, the total commitments under the Term Loan Facility that had been available to us is as follows:

Borrowings under the Term Loan Facility may be refinanced, in whole or in part, at any time without premium or penalty; however, breakage costs may be incurred. As of December 31, 2021, we had no available commitments and approximately $1.7 billion of outstanding borrowings under the Term Loan Facility. We used the net proceeds from the offering of the Old Notes, together with cash on hand or other immediately available funds, to prepay a portion of the principal amounts then outstanding under our Term Loan Facility.

The principal of the loans made under the Term Loan Facility must be repaid in quarterly installments, commencing on the earlier of (1) the first Quarterly Payment Date occurring more than three calendar months following the Project Completion Date and (2) the Date Certain, determined by reference to the date upon which PetroChina International Company Limited (“PetroChina”), an LNG customer linked to Train Three, is entitled to terminate the SPA (the “PetroChina FOB SPA”) with PetroChina for failure to achieve the Date of First Commercial Delivery for that agreement. The Term Loan Facility was sized based upon a 19-year tailored amortization, assumed to commence the first full quarter after the Project Completion Date and designed to achieve a minimum projected fixed debt service coverage ratio of 1.50:1.

We may make borrowings based on LIBOR plus 1.75% or the base rate plus 0.75%.

The obligations of CCH under the Term Loan Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by Holdco of its limited liability company interests in CCH.

Under the terms of the Common Terms Agreement, CCH is required to hedge not less than 65% of the variable interest rate exposure of its senior secured debt. Subject to certain limited exceptions, CCH is restricted from making distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of Train One, Train Two and Train Three of the Liquefaction Project, funding of a Debt Service Reserve Account equal to six months of debt service and achieving a Historical DSCR and Fixed Projected DSCR of at least 1.25:1.

Upon our incurrence of any Replacement Senior Debt (including the sale of the Old Notes), a portion of the Term Loan Facility amounts outstanding and/or commitments in an amount equal to the amount of such Replacement Senior Debt less certain provisions, costs, prepayment premiums, fees and expenses allowed pursuant to the Common Terms Agreement will be prepaid and/or cancelled, as the case may be.

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The Common Terms Agreement events of default constitute events of default under the Term Loan Facility. In the case of an event of default (and after all applicable cure periods), the Term Loan Facility administrative agent may, or upon the direction of the required lenders under the Term Loan Facility shall, accelerate all or any portion of the outstanding Loans and other obligations due and payable under the Term Loan Facility or terminate all outstanding Facility Debt Commitments thereunder. Such acceleration/ termination is automatic following an event of default relating to bankruptcy/insolvency of an Obligor or of Holdco.

Working Capital Facility

On June 29, 2018, CCH closed a $1.2 billion Amended and Restated Working Capital Facility Agreement, among CCH, as borrower, CCL, CCP and CCP GP, as guarantors, The Bank of Nova Scotia, as Working Capital Facility Agent, the issuing banks party thereto from time to time, the lenders party thereto from time to time and, solely for certain limited purposes thereunder, Société Générale, as Security Trustee (as such agreement may be amended from time to time, the “Working Capital Facility Agreement”).

The Working Capital Facility is intended to be used for loans (“Working Capital Loans”) to, and the issuance of Letters of Credit on behalf of, CCH for the uses permitted in the Working Capital Facility Agreement.

The Working Capital Facility will be used for (a) payment of gas purchase, transportation and storage expenses (including to meet credit support requirements under gas purchase, transportation or storage agreements); (b) funding of debt service reserves; (c) other working capital and other general corporate purposes; and (d) the payment of transaction fees and expenses. Up to $250 million of the Working Capital Facility may be used for our general corporate purposes. The entire amount of the Working Capital Facility will be available for the issuance of Letters of Credit.

The Working Capital Facility Agreement allows CCH to request incremental commitments of up to the maximum allowed under the Common Terms Agreement for Working Capital Debt, subject to customary conditions precedent.

Conditions Precedent to Extensions of Credit

Advances and issuances of letters of credit under the Working Capital Facility are subject to customary conditions precedent, including bring-down of certain representations and warranties, perfection of security interests, payment of applicable fees and expenses, and certifications as to construction progress of the Liquefaction Project.

Interest and Fees

Loans under the Working Capital Facility, including Working Capital Loans and any loans made in connection with a draw upon any letter of credit (“LC Loans” and together with Working Capital Loans, the “Revolving Loans”) will bear interest at a variable rate per annum equal to LIBOR or the base rate (the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate and (c) one-month LIBOR plus 0.50%), plus the applicable margin. The applicable margin for LIBOR Revolving Loans ranges from 1.25% to 1.75%, and the applicable margin for base rate Revolving Loans ranges from 0.25% to 0.75%, in each case, based on CCH’s debt ratings then in effect. Interest on Working Capital Loans and LC Loans is due and payable on the date such Loans become due. Interest on LIBOR Revolving Loans is also due and payable at the end of each applicable interest period, and interest on base rate Revolving Loans is also due and payable at the end of each calendar quarter.

CCH will pay (a) a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding in an amount equal to an annual rate of 40% of the applicable

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margin for LIBOR Revolving Loans; (b) a Letter of Credit fee equal to an annual rate equal to the applicable margin for LIBOR Revolving Loans on the undrawn portion of all Letters of Credit issued under the Working Capital Facility; and (c) a Letter of Credit fronting fee to each Issuing Bank in an amount equal to an annual rate of 0.20% of the undrawn portion of all fronted Letters of Credit issued by such Issuing Bank. Each of these fees is payable quarterly in arrears. In the event that draws are made upon any Letters of Credit issued under the Working Capital Facility and CCH does not elect for such draw to be deemed an LC Loan (an “LC Draw”), CCH is required to pay the full amount of the LC Draw on or prior to 12:00 p.m., New York City time, on the business day immediately succeeding its timely receipt of notice of the LC Draw. Any such LC Draw shall bear interest at an annual rate equal to the base rate plus 2.00%.

In connection with the Working Capital Facility, CCH paid upfront fees to the agents and lenders under the Working Capital Facility Agreement together with additional transaction fees in the aggregate amount of approximately $13.8 million. Annual administrative fees must also be paid to the Working Capital Facility Agent under the Working Capital Facility Agreement.

Repayments

The Working Capital Facility matures on June 29, 2023. LC Loans have a term of up to one year. CCH is required to reduce the aggregate outstanding principal amount of all Working Capital Loans to zero for a period of five consecutive business days at least once each year. See “—Common Terms Agreement—Additional Senior Debt—Working Capital Debt” below. CCH may prepay the Revolving Loans at any time without premium or penalty (other than customary breakage costs, if any) upon three business days’ notice.

Covenants and Events of Default

While term loans governed by the Common Terms Agreement remain outstanding, the Working Capital Facility generally incorporates the representations, warranties, covenants, reporting requirements, mandatory prepayment provisions and events of default of the Common Terms Agreement. Upon the discharge of all term loans governed by the Common Terms Agreement, certain of the representations, warranties, covenants and events of default from the Common Terms Agreement will no longer apply and will be replaced with the representations, warranties and covenants contained in the Working Capital Facility Agreement, which address matters customary in working capital facility financings and are generally less restrictive than those in the Common Terms Agreement.

Collateral

The Senior Debt Obligations, including the Revolving Loans, Loans under the Term Loan Facility, obligations under the interest rate protection agreement entered into in connection with the Term Loan Facility, the 144A Senior Notes, the 4.80% Senior Notes, the 3.925% Senior Notes and the 3.52% Senior Notes, are secured on a pari passu basis by a first priority lien (subject to customary permitted encumbrances) in the Collateral pursuant to the terms of the CSAA, the Holdco Pledge Agreement and other Security Documents described under the caption “Description of Security Documents” in this prospectus.

Senior Notes

On May 18, 2016, we issued $1.25 billion aggregate principal amount of our 2024 Senior Notes, on December 9, 2016, we issued $1.5 billion aggregate principal amount of our 2025 Senior Notes, on May 19, 2017, we issued $1.5 billion aggregate principal amount of our 2027 Senior Notes, on September 27, 2019, we issued $727.0 million aggregate principal amount of our 4.80% Senior Notes, on October 17, 2019, we issued $475.0 million aggregate principal amount of our 3.925% Senior Notes, on November 13, 2019, we issued $1.5 billion aggregate principal amount of our 2029 Senior Notes, on August 20, 2020, we issued $768.7 million aggregate principal amount of our 3.52% Senior Notes, and on August 24, 2021, we issued $750 million

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aggregate principal amount of Old Notes. The net proceeds of each series of the Outstanding Senior Notes were used to prepay a portion of the principal amounts outstanding under the Term Loan Facility at the time of the issuance of the respective series of Outstanding Senior Notes. Interest on the Outstanding Senior Notes is payable semi-annually in arrears. The Outstanding Senior Notes are secured pari passu with our other Senior Debt by a first priority lien, subject to Permitted Liens, on substantially all of our assets and the assets of our subsidiaries and by a pledge by Holdco of its limited liability company interests in us.

At any time prior to six months before the respective maturity date for each series of the Outstanding Senior Notes, we may redeem all or part of such series of Outstanding Senior Notes at a redemption price equal to the “make-whole” price set forth in the indentures governing the Outstanding Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. We may also at any time within six months of the maturity date of each series of Outstanding Senior Notes, redeem all or part of such series of Outstanding Senior Notes at a redemption price equal to 100% of the principal amount of such Outstanding Senior Notes, plus accrued and unpaid interest, if any.

Under the indentures governing the Outstanding Senior Notes, we may not make any distributions until, among other requirements, Substantial Completion of Train One and Train Two has occurred, deposits are made into the Senior Debt Service Reserve Account as required and the Indenture Historical DSCR and the Indenture Projected Fixed DSCR, each for the Calculation Period, are both at least 1.25:1.

The New Notes are subject to the indenture relating to the 144A Senior Notes through a supplemental indenture entered into among CCH, the Guarantors and the Trustee. The 4.80% Senior Notes, the 3.925% Senior Notes and the 3.52% Senior Notes were issued under separate indentures.

Common Terms Agreement

On May 22, 2018, we amended and restated the Common Terms Agreement in order to set out certain provisions regarding, among other things: (a) common representations and warranties; (b) common covenants; and (c) common events of default under the Senior Debt Instruments comprising Loan Facility Agreements. Future lenders under Loan Facility Agreements also may accede to the Common Terms Agreement.

The Outstanding Senior Notes and the New Notes do not have the benefit of any of the representations, warranties, covenants or events of default in the Common Terms Agreement, and the noteholders and the Indenture Trustee will not become party to the Common Terms Agreement. The lenders under the Working Capital Facility have acceded to the Common Terms Agreement.

Additional Senior Debt

The Common Terms Agreement provides that we may incur additional Senior Debt consisting only of Working Capital Debt, Replacement Senior Debt, PDE Senior Debt and/or Expansion Senior Debt as described below. Any such debt will share pari passu in the Collateral and in right of payment with the New Notes and other Senior Debt.

Working Capital Debt

We may incur senior secured or unsecured Indebtedness (which, if secured, will constitute Senior Debt) for working capital purposes not exceeding an amount outstanding at any one time equal to the sum of: (i) $250 million; plus (ii) the aggregate amount of working capital that we reasonably expect will need to be available to the Development (including pursuant to letters of credit) in order to purchase, transport or store Gas and/or meet credit support requirements under Gas purchase, transport or storage agreements in order to supply the LNG amounts contemplated under all LNG SPAs then in effect; plus (iii) an amount equivalent to the then-applicable Reserve Amount required to be deposited into the Senior Debt Service Reserve Account pursuant to

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the CSAA, or, if there is no requirement to fund a debt service reserve account with respect to the then-outstanding Senior Debt Obligations, an amount equal to the Reserve Amount that would have been then applicable had such requirement existed (“Working Capital Debt”).

We may incur Working Capital Debt if we satisfy certain conditions including (a) the Senior Debt Instrument governing the Working Capital Debt must require us to reduce the principal amount of any revolving loans under such Working Capital Debt to $0 for a period of at least five consecutive business days at least once per calendar year (other than letters of credit outstanding or Loans outstanding as a result of a draw under a letter of credit) and (b) the Intercreditor Agent must receive a certificate from one of our authorized officers (i) identifying each Senior Creditor Group Representative for, and each holder of, Working Capital Debt and (ii) attaching a copy of each proposed Senior Debt Instrument relating to such Working Capital Debt. In addition, any provider of secured Working Capital Debt (or a Senior Creditor Group Representative on its behalf) must accede to the CSAA, the Intercreditor Agreement and the Common Terms Agreement and shall share pari passu in the Collateral.

The Working Capital Facility was incurred as Working Capital Debt under the terms of the Common Terms Agreement, and the lenders under the Working Capital Facility acceded to the Common Terms Agreement, the Intercreditor Agreement and the CSAA.

Replacement Senior Debt

We may incur additional Senior Debt in order to prepay or repay Senior Debt or to replace all or part of the Facility Debt Commitments (“Replacement Senior Debt”). We may incur Replacement Senior Debt only if we satisfy certain conditions including, but not limited to, the delivery of a certificate from one of our authorized officers certifying that (a) the Replacement Senior Debt, taken as a whole, has a weighted average loan life no less than the then-remaining weighted average loan life of the Senior Debt or the Facility Debt Commitments being prepaid or replaced, taken as a whole, and has a Final Maturity Date no earlier than the Senior Debt being prepaid or replaced, (b) the aggregate principal amount of the Replacement Senior Debt does not exceed the aggregate amount of Senior Debt or the Facility Debt Commitments being prepaid or replaced, together with any premiums, costs, fees or expenses, (c) the incurrence of the Replacement Senior Debt shall not result in a Fixed Projected DSCR of less than 1.40:1, (d) the Replacement Senior Debt does not benefit from any security or guarantee from the Obligors, the Sponsor or its Affiliates, that is in addition to any security or guarantee provided in respect of any then-outstanding Senior Debt (including any Senior Debt Commitments thereunder), unless such security or guaranty is provided for the equal and ratable benefit of each Senior Creditor, (e) the Replacement Senior Debt does not benefit from terms or covenants materially more restrictive on the Obligors than the terms or covenants in the Common Terms Agreement unless such terms or covenants are provided for the benefit of all of the Facility Lenders, (f) if the Replacement Senior Debt is incurred on or after the date by which we are required to fund the Senior Debt Service Reserve Account, then a portion of the proceeds of the Replacement Senior Debt shall be used to fund any increase in the then-applicable Reserve Amount, and (g) the Intercreditor Agent has received a notice describing the then-anticipated principal terms of the proposed Replacement Senior Debt and substantially agreed forms of the finance documents relating to such proposed Replacement Senior Debt. In addition, within 30 days after the first advance of any Replacement Senior Debt, we must use such proceeds or other cash flow available for such purpose to pay any breakage costs and/or other amount required to be paid pursuant to the prepayment fees and breakage costs provision of the Common Terms Agreement and the applicable facility agreement with respect to the commitments being replaced. Any provider of Replacement Senior Debt (or a Senior Creditor Group Representative on its behalf) must accede to the CSAA, and, if a Facility Lender, the Intercreditor Agreement and the Common Terms Agreement and shall share pari passu in the Collateral.

The Outstanding Senior Notes were incurred as Replacement Senior Debt pursuant to the terms of the Common Terms Agreement described above, and the Indenture Trustee acceded to the CSAA on behalf of the Senior Noteholders thereunder. The Old Notes were incurred as Replacement Senior Debt.

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PDE Senior Debt

We may incur additional Senior Debt to finance Permitted Development Expenditures (“PDE Senior Debt”). We may incur PDE Senior Debt only if we satisfy certain conditions including, but not limited to, the delivery of a certificate from one of our authorized officers certifying that (a) the Intercreditor Agent has received prior notice describing the principal terms and condition of the proposed PDE Senior Debt, (b) the PDE Senior Debt has a weighted average loan life of no less than that of the Initial Senior Debt, (c) if applicable, delivery of such additional agreements and supplements to the Security Documents as are necessary in order to subject the property or the engineering, procurement and construction contract related to the Project Facilities being financed with the proceeds of the PDE Senior Debt to the Security Interests, (d) we will have demonstrated that the amount of all Senior Debt (excluding Working Capital Debt) outstanding, after giving effect to the incurrence of PDE Senior Debt, is capable of being amortized to a zero balance by the end of the Qualifying Term of the last to terminate of the Qualifying LNG SPAs then in effect and produces a Fixed Projected DSCR of less than 1.50:1, (e) the PDE Senior Debt does not benefit from terms or covenants materially more restrictive on the Obligors than the terms or covenants in the Common Terms Agreement unless provided for all of the Facility Lenders, and (f) the PDE Senior Debt does not benefit from any security or guarantee from the Obligors, the Sponsor or its Affiliates, that is in addition to any security or guarantee provided in respect of any then-outstanding Senior Debt (including any Senior Debt Commitments thereunder), unless such security or guaranty is provided for the equal and ratable benefit of each Senior Creditor. In addition, the aggregate amount of PDE Senior Debt that may be used to fund Permitted Development Expenditures other than those required by applicable law, regulations or any consent from a Governmental Authority, Industry Standards or Prudent Industry Practice applicable to the Development may not exceed $300 million. Any provider of PDE Senior Debt (or a Senior Creditor Group Representative on its behalf) must accede to the CSAA, and, if a Facility Lender, the Intercreditor Agreement and the Common Terms Agreement and shall share pari passu in the Collateral.

Expansion Senior Debt

We may incur additional Senior Debt to finance an Expansion (“Expansion Senior Debt”) with the prior written consent of the Intercreditor Agent (acting on behalf of the Requisite Intercreditor Parties, which, for such purpose, requires the consent of a majority of the Facility Lenders rather than the consent of all Facility Lenders, notwithstanding anything in the Intercreditor Agreement to the contrary), if certain conditions are satisfied, including (a) the design, development, construction and operation of such Expansion has been consented to by the Intercreditor Agent (acting on the instruction of the Requisite Intercreditor Parties), (b) no Event of Default or Unmatured Event of Default has occurred and is continuing; (c) in the event that any Train, LNG SPA or EPC contract related to the Train or Trains being financing with the proceeds of such Expansion Senior Debt are not part of the Collateral, the applicable Loan Party will deliver such additional agreements and supplements to the Security Documents as are necessary or advisable in order to subject such assets to the Security Interests at the time such Expansion Senior Debt is incurred; (d) any Required LNG SPAs are then in effect and there is no material payment default or breach thereunder (or, for any new Required LNG SPA related to LNG to be produced from the Expansion, remain subject only to customary conditions that could be satisfied upon taking an investment decision with respect to the Expansion); (e) we demonstrate by delivery of an updated Base Case Forecast that the amount of all Senior Debt (excluding Working Capital Debt and excluding all Indebtedness under Permitted Senior Debt Hedging Instruments) outstanding after giving effect to the incurrence of Expansion Senior Debt is capable of being amortized to a zero balance by the termination date of the last to terminate of the Qualifying LNG SPAs then in effect and incremental Qualifying LNG SPAs entered into in respect of sales of LNG associated with the Expansion and produces a Fixed Projected DSCR of at least 1.50:1; (f) the final maturity date of the Expansion Senior Debt is no earlier than the latest “guaranteed substantial completion date” set forth in the EPC contract for that part of the Development associated with the applicable Train or Trains forming part of such Expansion; and (g) the Expansion Senior Debt does not benefit from any security or guarantee from the Obligors or the Sponsor or its Affiliates that is in addition to any security or guarantee provided in respect of the then-outstanding Senior Debt (including any Senior Debt Commitments thereunder) unless such security or guarantee is provided for the equal and ratable benefit of each Senior Creditor.

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Repayment and Prepayment

Voluntary Prepayment

We generally have the right to prepay the Loans either in whole or in part, at any time with at least three Business Days’ prior written notice to the Intercreditor Agent (a) following Substantial Completion under an Applicable EPC Contract and the Date of First Commercial Delivery under each then Required LNG SPA or (b) if, prior to such date, we certify (with Independent Engineer concurrence) that such prepayment will not have a material adverse effect on our ability to fund expenditures necessary to achieve the Project Completion Date by the Date Certain, in accordance with the construction budget and schedule.

Voluntary Cancellation

We generally have the right to cancel any Facility Debt Commitments with respect to the term loans with at least three Business Days’ prior written notice to the Intercreditor Agent. However, we may not make a voluntary cancellation with respect to the term loans prior to Substantial Completion under an Applicable EPC Contract and the Date of First Commercial Delivery under each then Required LNG SPA unless we certify to the Intercreditor Agent (and the Independent Engineer reasonably concurs with such certification in writing) that such voluntary cancellation shall not have a material adverse effect on our ability to fund the remaining expenditures required for the Development in accordance with the construction budget and schedule up to and in order to achieve the Project Completion Date by the Date Certain.

Mandatory Prepayment

We are required to make the following mandatory prepayments of Loans on a pro rata basis with other Loans:

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LNG SPA Covenants

LNG SPA Maintenance

We must maintain in effect Qualifying LNG SPAs providing for commitments to purchase LNG in quantities at least equal to the Base Committed Quantity for a Qualifying Term. However, if one or more of such Qualifying LNG SPAs is terminated, CCL must enter into a replacement Qualifying LNG SPA within 90 days following termination to the extent necessary to meet the Base Committed Quantity. CCL shall have an additional 90 days to enter into a replacement Qualifying LNG SPA if CCL is diligently pursuing a replacement in accordance with the terms of the Common Terms Agreement, if the termination of the Qualifying LNG SPA being replaced could not reasonably be expected to result in a Material Adverse Effect during the additional cure period and if the Intercreditor Agent has received a certificate from one of our authorized officers, confirming that these conditions have been met prior to the expiration of the initial 90-day period.

A “Qualifying LNG SPA” under the Common Terms Agreement includes each of the Initial LNG SPAs and the Second Phase LNG SPAs (and if CCL becomes the direct seller counterparty under the delivery ex-ship SPA (the “PetroChina DES SPA”) with PetroChina such LNG SPA shall also constitute a Qualifying LNG SPA) and any other LNG SPA that satisfies the following conditions, subject to certain provisos in the Common Terms Agreement: (a) the LNG SPA is entered into for a Qualifying Term with an Investment Grade LNG Buyer (or guaranteed by an Investment Grade entity) or any other entity approved by the Intercreditor Agent, (b) the LNG SPA requires delivery of LNG on a “free on board” basis, (c) the Intercreditor Agent must (i) receive notice of the proposed terms of such LNG SPA and such terms must be consistent, in all material respects, with (and not materially less favorable in the aggregate to the interests of CCL than) those set forth in the Qualifying LNG SPAs then in effect, and CCL must so certify to the Intercreditor Agent or (ii) confirm that the Requisite Intercreditor Parties, after consultation with the Market Consultant, are reasonably satisfied with the terms of such LNG SPA, including its conformity to Market Terms, and (d) CCL has delivered to the Intercreditor Agent a notice of whether the Non-FTA Authorization, the FTA Authorization or both are Required Export Authorizations in respect of such Qualifying LNG SPA, in accordance with the definition of Required Export Authorization, together with reasonable background information to support such designation, and the Intercreditor Agent (acting on the instructions of the Requisite Intercreditor Parties), acting reasonably, has not objected to such designation within 30 days following delivery of such notice.

The Qualifying LNG SPAs required to be maintained in accordance with the Common Terms Agreement are referred to as the “Required LNG SPAs.”

LNG SPA Mandatory Prepayment

CCH must make a mandatory prepayment (an “LNG SPA Mandatory Prepayment”) if (a) CCL breaches the LNG SPA maintenance covenant in the Common Terms Agreement or (b) with respect to a Required LNG SPA, a Required Export Authorization becomes Impaired and CCL does not provide a reasonable remediation plan within 30 days following such Impairment, diligently pursue such remediation, and cause such remediation to be effective within 90 days following the occurrence of the Impairment. CCL shall have an additional 90 days to effect the remediation if it is diligently pursuing such remediation, the Impairment of the Required Export Authorization could not reasonably be expected to result in a Material Adverse Effect during the additional cure period and the Intercreditor Agent has received a certificate from one of CCH’s authorized officers, confirming that these conditions have been met prior to the expiration of the initial 90-day period.

In the event that CCH is required to make an LNG SPA Mandatory Prepayment, the amount of Senior Debt (which shall not include Working Capital Debt unless only Working Capital Debt remains outstanding) that shall be repaid and undrawn Facility Debt Commitments cancelled is the amount CCH is required to repay in order to maintain a Fixed Projected DSCR no lower than 1.50:1. The LNG SPA Mandatory Prepayment must be applied first to repay the Senior Debt outstanding, and secondly to cancel the Facility Debt Commitments.

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Amendment of LNG SPAs

CCL may only agree to an amendment or modification of the price or quantity of any Qualifying LNG SPA if such amendment or modification would not result in a breach of the LNG SPA maintenance covenant in the Common Terms Agreement and if after giving effect to such amendment the Fixed Projected DSCR would be at least the lower of 1.50:1 and the Fixed Projected DSCR before such change. In addition, CCL may not agree to (a) any amendment or modification of any Qualifying LNG SPA that could reasonably be expected to have a Material Adverse Effect, would not be on Market Terms, or would otherwise be inconsistent with the terms of the Finance Documents or (b) any material waiver, amendment or modification of the governing law, choice of forum, responsibility for shipping, term (other than an increase), or guarantee or credit support provisions (other than an increase), or any of the material elements of the structure or components of the pricing formula or any material term specifying the level of take or pay obligations, if the Intercreditor Agent objects to such change in writing within 60 days from the Intercreditor Agent’s receipt of notice of the proposed change.

Sale of Supplemental Quantities

The LNG SPAs entered into by CCL in respect of Supplemental Quantities of LNG may be of any duration and on any terms and to buyers of any credit quality so long as (a) each customer is instructed to pay the purchase price to the Equity Proceeds Account (prior to the Project Completion Date) or the Revenue Account (after the Project Completion Date), (b) performance under such LNG SPAs could not reasonably be expected to have a material adverse effect on CCL’s ability to meet its obligations under Required LNG SPAs, (c) each agreement is on Market Terms and (d) entry into such LNG SPAs and the terms of such LNG SPAs will not result in a breach of any Required LNG SPA then in effect or the Impairment of any then-Required Export Authorization.

Certain Other Covenants

Set forth below are summaries of certain affirmative and negative covenants contained in the Common Terms Agreement.

Project Construction; Maintenance of Properties

We must construct and complete, operate and maintain the Project Facilities, and cause the Project Facilities to be constructed, operated and maintained, as applicable, under the standards specified in the Common Terms Agreement.

Separateness

We must comply at all times with certain separateness provisions including, but not limited to, CCH having at all times one independent manager, preparing and maintaining our own separate books and financial records and statements, observing applicable entity procedures and formalities to maintain separate existence and maintaining adequate capitalization. The separateness limitations do not apply to the Obligors as among one another.

Material Project Agreements

With respect to Material Project Agreements other than Real Property Documents, we must (i) maintain in effect each of the Material Project Agreements except to the extent permitted to expire, terminate or be replaced under the Finance Documents or unless such Material Project Agreement expires or is replaced in accordance with its terms; (ii) comply with all material contractual covenants and obligations, and enforce against other parties our material rights and their material covenants and obligations, under the Material Project Agreements then in effect; (iii) not agree to any amendment of a Material Project Agreement that could reasonably be

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expected to have a Material Adverse Effect, or that would materially breach or be materially inconsistent with the Finance Documents; (iv) not assign or transfer our interest under a Material Project Agreement (or consent to a counterparty assignment or transfer) without consent of the Intercreditor Agent (except for assignments and transfers contemplated in connection with the CSAA and other Security Documents); (v) not initiate or settle arbitration in excess of $15 million; (vi) provide copies to the Intercreditor Agent of any material amendment or waiver relating to a Material Project Agreement; (vii) not enter into any Subsequent Material Project Agreements without the prior written consent of the Intercreditor Agent (unless permitted under the terms of the Common Terms Agreement); (viii) not consent to a request for an amendment, modification, waiver to, assignment of or transfer of any interest under the PetroChina DES SPA that is requested by CMI UK without the prior written consent of the Intercreditor Agent (unless permitted under the terms of the Common Terms Agreement); and (ix) not amend, waive or modify any of CMI UK’s rights or obligations under the CMI Security Agreement in a way that is material and adverse to the interests of the Obligors or consent to an assignment or transfer of any of CMI UK’s material rights or obligations under the CMI Security Agreement.

With respect to Material Project Agreements that are Real Property Documents, we must (i) not initiate or settle arbitration in excess of $75 million; (ii) provide copies to the Intercreditor Agent of any material amendment or waiver relating to such Real Property Document; (iii) maintain, preserve and protect all real property interests evidenced by the Real Property Documents that are Material Project Agreements except (A) to the extent permitted to expire, terminate or be replaced under the Finance Documents or unless such Real Property Document is replaced with substantially equivalent real property interests to the extent necessary for the Development at such time or (B) where failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iv) not enter into any document evidencing a real property interest without the prior written consent of the Intercreditor Agent, except for documents permitted under the terms of the Common Terms Agreement.

Insurance

We must keep the Development’s property insured in accordance with the requirements of the Common Terms Agreement, including insurance with financially sound insurers with all risk property and general liability coverage (including deductibles and exclusions) and in such form and amounts as are customary for project facilities of similar type and scale to the Development (including, prior to Substantial Completion, delayed startup coverage and, after Substantial Completion, business interruption). We must cause, with limited exceptions, each insurance policy to name the Secured Parties as additional insureds. In addition, we must comply with applicable flood insurance regulations specified in the Common Terms Agreement.

Hedging Arrangements

We cannot enter into Hedging Instruments other than Hedging Instruments that are in the ordinary course of business and that (i) are, in each case, with a Hedging Bank, Gas Hedge Provider, a Power Hedge Provider or any other party that is a counterparty to a Hedging Instrument, (ii) if secured, are Interest Rate Hedging Instruments, Gas Hedging Instruments or Power Hedging Instruments, and (iii) are entered into for non-speculative purposes and on arm’s-length terms (such Hedging Instruments, “Permitted Hedging Instruments”). We must enter into and maintain in full force and effect one or more Permitted Hedging Instruments with respect to (i) no less than 45% of the projected aggregate outstanding balance of Senior Debt no later than 45 days following the closing date of the Term Loan Facility and (ii) 65% of the projected outstanding balance of Senior Debt no later than 90 days following such closing date.

Historical DSCR

We cannot permit the Historical DSCR as of the end of any fiscal quarter from and following the first repayment date to be less than 1.15:1; provided that, in the event that the Historical DSCR is less than 1.15:1 but greater than 1.00:1, any of our direct or indirect owners may provide cash to us, not later than 10 Business Days

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following the last day of such fiscal quarter, in the form of equity contributions or Subordinated Debt in order to increase the Historical DSCR to 1.15:1; provided that such right shall not be exercised for more than two consecutive fiscal quarters nor, with respect to each relevant Senior Debt Instrument, more than four times over the term of such Senior Debt Instrument.

Senior Debt Service Reserve Amount

Within six months following the Project Completion Date, we must have deposited in the Senior Debt Service Reserve Account an amount necessary to pay the forecasted Senior Debt Obligations in respect of Senior Debt through and including the next two payment dates, as calculated pursuant to the definition of “Reserve Amount” in the Common Terms Agreement. As of December 31, 2021, we have funded the Senior Debt Service Reserve Account in an amount equal to $353.0 million with letters of credit issued under our Working Capital Facility.

Merger and Liquidation, Sale of All Assets

We must not liquidate or enter into any merger or sell or otherwise transfer all or substantially all of our assets, except that CCP GP may merge or transfer its assets to another Obligor.

Nature of Business

We must not:

Settlement of Liquidated Damages

We cannot agree to the amount of any performance- or delay-related liquidated damages due to Bechtel in excess of $15 million without the prior written approval of the Intercreditor Agent, acting reasonably and in consultation with the Independent Engineer.

Limitation on Indebtedness

We cannot incur any Indebtedness, except for the following permitted indebtedness (“Permitted Indebtedness”):

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Limitation on Liens

We cannot assume, incur, permit or suffer to exist any Lien on any of our assets, whether now owned or hereafter acquired, except for certain permitted liens (“CTA Permitted Liens”).

Use of Proceeds

Unless otherwise specified in an individual Loan Facility Agreement, we must use the proceeds of Initial Senior Debt solely to pay the Project Costs, including the payment or reservation of Permitted Completion Costs and funding the Senior Debt Service Reserve Account, to make Authorized Investments and to repay Equity Funding at the Project Completion Date to the extent permitted in the Common Terms Agreement.

EPC Contracts

CCL cannot, except with respect to change orders scheduled in the Common Terms Agreement and subject to certain provisos set forth in the Common Terms Agreement, take certain actions under an Applicable EPC Contract, including but not limited to the following:

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Gas Transportation and Purchase Contracts

We must comply in all material respects with the gas sourcing plan as set forth in the Common Terms Agreement.

Restricted Payments

We are permitted to make Restricted Payments, provided that each of the following conditions has been satisfied:

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In addition, we are permitted to make Restricted Payments prior to the Project Completion Date no more than once each month, provided that each of the following conditions has been satisfied:

Permitted Development Expenditures

The Obligors may not make any Development Expenditure that is not a Permitted Development Expenditure. Assets or property built or acquired with Development Expenditures will constitute Collateral, except as otherwise provided in the Security Documents.

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Permitted Development Expenditures may be made prior to the Project Completion Date (a) to the extent permitted under the provisions described under the caption “Description of Other Senior Debt—Common Terms Agreement—Certain Other Covenants—EPC Contracts” and (b) in relation to an Expansion to the extent permitted under the provisions described under the caption “Description of Other Senior Debt—Common Terms Agreement—Certain Other Covenants—Expansions.”

Expansions

The Obligors may not enter into a construction contract or contracts with respect to the development of Trains, and related loading, transportation and storage facilities, in addition to the Development then in operation or under construction, that contain obligations and liabilities which, in the aggregate, are in excess of $50 million, without the prior consent of the Intercreditor Agent (acting at the instructions of the Requisite Intercreditor Parties), provided that without such consent, the Obligors may:

Upon receipt of consent from the Intercreditor Agent, the Obligors may undertake an Expansion using Equity Funding without further consent of any Senior Creditor and may incur Expansion Senior Debt upon receipt of consent of the Facility Lenders contemplated in the provisions described under the caption “Description of Other Senior Debt—Common Terms Agreement—Additional Senior Debt—Expansion Senior Debt.”

Project Completion Date

The occurrence of the Project Completion Date is subject to the satisfaction (or waiver by the required lenders under the Loan Facility Agreements) of certain conditions precedent, including but not limited to receipt by the Intercreditor Agent of: (a) a notice from CCH that project completion has occurred as a result of our meeting the conditions for its occurrence, (b) a certificate from one of our authorized officers certifying that the repeated representations of the Obligors are true and correct in all material respects as of the date made, no Loan Facility Event of Default has occurred and is Continuing and that the Collateral is subject to the perfected first priority Lien and Security Interest established pursuant to the Security Documents, (c) a physical completion certificate, to which the Independent Engineer concurs, certifying as to the occurrence of Ready for Start Up and Substantial Completion with respect to Train One, Train Two and Train Three, (d) certification regarding the occurrence of (i) the Date of First Commercial Delivery under each of the Required LNG SPAs then in effect and (ii) no then-existing material default under any of these SPAs, (e) a survey of the Corpus Christi Terminal Facility and a final endorsement of the title policy indicating that there has been no change to the state of the title to the insured estates or interests covered by the title policy, (f) a certificate confirmed to be reasonable by the insurance advisor confirming that all insurance premium payments due and payable as of the Project Completion Date have been paid and that the insurance then in place complies with the requirements of the Common Terms Agreement, (g) evidence that all material permits necessary for the Liquefaction Project have been obtained and are in full force and effect, and (h) evidence that we have received authorization from the FERC to place the Project Facilities in service and lien waivers from Bechtel. In addition, all Delay Liquidated Damages and

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Performance Liquidated Damages due and payable as of the Project Completion Date under the Applicable EPC Contracts must have been deposited in the appropriate Account(s) and applied pursuant to the requirements of the CSAA.

Events of Default

Each of the following is a “Loan Facility Event of Default” under the Common Terms Agreement:

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

On August 24, 2021, we sold $750 million aggregate principal amount of the Old Notes in a private placement. The Old Notes were sold to the initial purchasers who in turn resold the Old Notes to a limited number of qualified institutional buyers pursuant to Rule 144A of the Securities Act and certain non-U.S. persons within the meaning of Regulation S under the Securities Act.

In connection with the sale of the Old Notes, we entered into a registration rights agreement with the initial purchasers of the Old Notes, pursuant to which we agreed to file and to use our reasonable best efforts to cause to be declared effective by the SEC a registration statement with respect to the exchange of the Old Notes for the New Notes. We are making the exchange offer to fulfill our contractual obligations under that agreement. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.

Pursuant to the exchange offer, we will issue the New Notes in exchange for the Old Notes. The terms of the New Notes are identical in all material respects to those of the Old Notes, except that the New Notes (1) have been registered under the Securities Act and therefore will not be subject to certain transfer restrictions applicable to the Old Notes and (2) will not have registration rights or provide for any liquidated damages related to the obligation to register. Please read “Description of Senior Notes” for more information on the terms of the New Notes.

We are not making the exchange offer to, and will not accept tenders for exchange from, holders of Old Notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term “holder” with respect to the exchange offer means any person in whose name the Old Notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose Old Notes are held of record by DTC, who desires to deliver such Old Notes by book-entry transfer at DTC.

We make no recommendation to the holders of Old Notes as to whether to tender or refrain from tendering all or any portion of their Old Notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of Old Notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of Old Notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

In order to participate in the exchange offer, you must represent to us, among other things, that:

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Terms of Exchange

Upon the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange Old Notes that are properly tendered at or before the expiration time and not properly withdrawn as permitted below. As of the date of this prospectus, $750 million aggregate principal amount of the Old Notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date on the cover page of the prospectus to all holders of Old Notes known to us. Old Notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess of $2,000.

Our acceptance of the tender of Old Notes by a tendering holder will form a binding agreement between the tendering holder and us upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal.

The form and terms of the New Notes being issued in the exchange offer are the same as the form and terms of the Old Notes except that the New Notes being issued in the exchange offer:

Expiration, Extension and Amendment

The expiration time of the exchange offer is 5:00 p.m., New York City time, on April 25, 2022. However, we may, in our sole discretion, extend the period of time for which the exchange offer is open and set a later expiration date for the offer. The term “expiration time” as used herein means the latest time and date at which the exchange offer expires, after any extension by us (if applicable). If we decide to extend the exchange offer period, we will then delay acceptance of any Old Notes by giving oral or written notice of an extension to the holders of Old Notes as described below. During any extension period, all Old Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any Old Notes not accepted for exchange will be returned promptly to the tendering holder after the expiration or termination of the exchange offer.

Our obligation to accept Old Notes for exchange in the exchange offer is subject to the conditions described below under “—Conditions to the Exchange Offer.” We may decide to waive any of the conditions in our discretion. Furthermore, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Old Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under the same heading. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old Notes as promptly as practicable. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The prospectus supplement will be distributed to the registered holders of the Old Notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we may extend the exchange offer. In the event of a material change in the exchange offer, including the waiver by us of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer period following notice of the material change. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration time.

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Procedures for Tendering

Valid Tender

A tendering holder must, prior to the expiration time, transmit to The Bank of New York Mellon, the exchange agent, at the address listed below under the caption “—Exchange Agent”:

We are not providing for guaranteed delivery procedures, and therefore you must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC on or prior to the expiration time. If you hold your Old Notes through a broker, dealer, commercial bank, trust company or other nominee, you should consider that such entity may require you to take action with respect to the exchange offer a number of days before the expiration time in order for such entity to tender Notes on your behalf on or prior to the expiration time. Tenders not completed on or prior to 5:00 p.m., New York City time, on April 25, 2022 will be disregarded and of no effect.

In addition, you must:

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If the letter of transmittal is signed by a person other than the registered holder of Old Notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The Old Notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the Old Notes must be signed exactly as the name of any registered holder appears on the Old Notes.

If the letter of transmittal or any Old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering, each holder will represent to us that, among other things, the person is not our affiliate or an affiliate of any of our subsidiary guarantors, the New Notes are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the New Notes. Each broker-dealer must represent that it is not engaged in, and does not intend to engage in, a distribution of the New Notes, and each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. Please read “Plan of Distribution.”

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The method of delivery of Old Notes, letters of transmittal and all other required documents is at your election and risk, and the delivery will be deemed made only upon actual receipt or confirmation by the exchange agent. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. Holders tendering through DTC’s ATOP system should allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such dates.

No Old Notes, agent’s messages, letters of transmittal or other required documents should be sent to us. Delivery of all Old Notes, agent’s messages, letters of transmittal and other documents must be made to the exchange agent. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s ATOP system may make book-entry delivery of the Old Notes by causing DTC to transfer the Old Notes into the exchange agent’s account. The tender by a holder of Old Notes, including pursuant to the delivery of an agent’s message through DTC’s ATOP system, will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered Old Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Old Notes not validly tendered or any Old Notes which, if accepted, would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as we shall determine. Although we intend to notify you of defects or irregularities with respect to tenders of Old Notes, none of us, the exchange agent, or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Old Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Old Notes received by the exchange agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date of the exchange offer.

Although we have no present plan to acquire any Old Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any Old Notes that are not tendered in the exchange offer, we reserve the right, in our sole discretion, to purchase or make offers for any Old Notes after the expiration date of the exchange offer, from time to time, through open market or privately negotiated transactions, one or more additional exchange or tender offers, or otherwise, as permitted by law, the indenture and our other debt agreements. Following consummation of this exchange offer, the terms of any such purchases or offers could differ materially from the terms of this exchange offer.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the Old Notes surrendered for exchange are tendered:

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If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the New Notes within the meaning of Rule 17Ad-15 under the Exchange Act.

Book-entry Transfer

The exchange agent will make a request to establish an account for the Old Notes at DTC for purposes of the exchange offer. Any financial institution that is a participant in DTC’s system may make book-entry delivery of Old Notes by causing DTC to transfer those Old Notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration time. DTC will verify this acceptance, execute a book-entry transfer of the tendered Old Notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

Delivery of New Notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address listed under “—Exchange Agent” at or prior to the expiration time.

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

Determination of Validity

We will determine in our sole discretion all questions as to the validity, form and eligibility of Old Notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular Old Note not properly tendered or of which our acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Note either before or after the expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular Old Note either before or after the applicable expiration time, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within a reasonable period of time.

Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of Old Notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notifications of any defect or irregularity.

Acceptance of Old Notes for Exchange; Issuance of New Notes

Upon the terms and subject to the conditions of the exchange offer, we will accept, promptly after the expiration time, all Old Notes properly tendered. We will issue the New Notes promptly after the expiration time. For purposes of an exchange offer, we will be deemed to have accepted properly tendered Old Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice.

For each Old Note accepted for exchange, the holder will receive a New Note registered under the Securities Act having a principal amount equal to that of the surrendered Old Note. Under the registration rights agreement, we may be required to make additional payments of interest to the holders of the Old Notes under circumstances relating to the timing of the exchange offer.

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In all cases, issuance of New Notes for Old Notes will be made only after timely receipt by the exchange agent of:

Unaccepted or non-exchanged Old Notes will be returned promptly without expense to the tendering holder of the Old Notes. In the case of Old Notes tendered by book-entry transfer in accordance with the book-entry procedures described above, the non-exchanged Old Notes will be credited to an account maintained with DTC promptly after the expiration or termination of the exchange offer.

Interest Payments on the New Notes

The New Notes will bear interest from the most recent date to which interest has been paid on the Old Notes for which they were exchanged, or if interest has not been paid in respect of the Old Notes, then from the date the Old Notes were first issued. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the date the Old Notes were issued or, if interest has already been paid on the Old Notes, the most recent interest payment date on the Old Notes. Old Notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer, and upon the consummation of the exchange offer, no amount will be paid in respect of previously accrued interest on the Old Notes that are exchanged for New Notes.

Withdrawal Rights

Tender of Old Notes may be properly withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

For a withdrawal to be effective with respect to Old Notes, the exchange agent must receive a written notice of withdrawal before the expiration time delivered by hand, overnight by courier or by mail, at the address indicated under “—Exchange Agent” or, in the case of eligible institutions, at the facsimile number, or a properly transmitted “Request Message” through DTC’s ATOP system. Any notice of withdrawal must:

If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If Old Notes have been tendered in accordance with the procedure for book-entry transfer described below, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes.

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Any Old Notes properly withdrawn will be deemed not to have been validly tendered for exchange. New Notes will not be issued in exchange unless the Old Notes so withdrawn are validly re-tendered.

Properly withdrawn Old Notes may be re-tendered by following the procedures described under “—Procedures for Tendering” above at any time at or before the expiration time.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any Old Notes for any New Notes, and, as described below, may terminate the exchange offer, whether or not any Old Notes have been accepted for exchange, or may waive any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists:

If we reasonably determine that any of the foregoing events or conditions has occurred or exists, we may, subject to applicable law, terminate the exchange offer, whether or not any Old Notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. Please read “—Expiration, Extension and Amendment” above.

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If any of the above events occur, we may:

We may assert these conditions with respect to the exchange offer regardless of the circumstances giving rise to them. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us before the expiration of the exchange offer. We may waive any condition in whole or in part at any time in our reasonable discretion. Our failure to exercise our rights under any of the above circumstances does not represent a waiver of these rights. Each right is an ongoing right that may be asserted at any time. Any determination by us concerning the conditions described above will be final and binding upon all parties.

If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement. The prospectus supplement will be distributed to the registered holders of the Old Notes. Depending upon the significance of the waiver and the manner of disclosure to the registered holders, we may extend the exchange offer for a period of five business days, if the exchange offer would otherwise expire during the five business day period.

Resales of New Notes

Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties that are not related to us, we believe that New Notes issued in the exchange offer in exchange for Old Notes may be offered for resale, resold or otherwise transferred by holders of the New Notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. The staff of the SEC may not make a similar determination with respect to the exchange offer as in the other circumstances. Each holder who wishes to exchange Old Notes for New Notes will be required to represent that it meets the requirements above.

Any holder who is an affiliate of ours or any of our subsidiary guarantors or who intends to participate in the exchange offer for the purpose of distributing New Notes or any broker-dealer who purchased Old Notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act:

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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 it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. Please read “Plan of Distribution.” A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resales of New Notes received in exchange for Old Notes that the broker-dealer acquired as a result of market-making or other trading activities. Any holder that is a broker-dealer participating in the exchange offer must notify the exchange agent at the telephone number set forth in the enclosed letter of transmittal and must comply with the procedures for broker-dealers participating in the exchange offer. We have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the exchange offer.

In addition, to comply with state securities laws, the New Notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the New Notes to “qualified institutional buyers,” as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of New Notes in any state where an exemption from registration or qualification is required and not available.

Exchange Agent

The Bank of New York Mellon has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

The Bank of New York Mellon

By Hand or Overnight Delivery:

2001 Bryan Street, 10^th Floor

Dallas, Texas 75201

Attn: Corporate Trust Operations

TELEPHONE: 1-800-254-2826

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

The expenses of soliciting tenders pursuant to this exchange offer will be paid by us. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of Old Notes, and in handling or tendering for their customers. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.