8-KMaterial AgreementsRegulation FDExhibits & Filings

Cheniere Energy, Inc. 8-K Report, Material Agreement (Jul 22, 2005)

Filed July 22, 2005For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG) filed an 8-K on July 22, 2005, reporting on two significant financial transactions. Firstly, the company priced a $300 million private placement of 2.25% convertible senior unsecured notes due 2012. This issuance represents a substantial capital raise for the company. Secondly, to mitigate potential dilution from the convertible notes, Cheniere entered into share option transactions with Credit Suisse First Boston International (CSFBI). The company paid approximately $69.88 million for these options, which have a two-year term. These options allow Cheniere to buy back shares at $36.10 (its right) and grant CSFBI the right to sell shares back at $70.00, effectively capping dilution up to a $70 per share stock price. Investors should note the significant capital raised and the proactive measures taken to manage potential equity dilution.

Key Highlights

  • 1Priced a $300 million private placement of 2.25% convertible senior unsecured notes due 2012.
  • 2Entered into share option transactions with Credit Suisse First Boston International (CSFBI) to manage potential dilution.
  • 3Paid approximately $69.88 million for the options premium.
  • 4Options have a two-year term.
  • 5Cheniere has a call option with a strike price of $36.10 per share.
  • 6CSFBI has a call option with a strike price of $70.00 per share.
  • 7Options aim to reduce potential dilution from convertible note conversion up to a stock price of $70 per share.

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