8-K/AMaterial AgreementsRegulation FDExhibits & Filings

Cheniere Energy, Inc. 8-K/A Report, Material Agreement (Jul 25, 2005)

Filed July 25, 2005For Securities:LNG

Summary

This filing is an amendment to a previous 8-K report by Cheniere Energy, Inc. (LNG), filed on July 25, 2005. The primary purpose of this amendment is to correct a typographical error in the original filing regarding a material definitive agreement. Specifically, the strike price of a call option related to share option transactions with Credit Suisse First Boston International was corrected from $36.10 to $35.42 per share. This agreement, entered into on July 22, 2005, involves reducing potential dilution from the conversion of convertible senior unsecured notes. The company paid approximately $69.88 million for this option, which has a two-year term and includes a call option for Cheniere with a strike price of $35.42 and a call option for Credit Suisse First Boston International with a strike price of $70.00.

Key Highlights

  • 1Amendment to a previous 8-K filing to correct a typographical error regarding a material definitive agreement.
  • 2Correction of the strike price for a call option from $36.10 to $35.42 per share.
  • 3Cheniere Energy entered into share option transactions with Credit Suisse First Boston International on July 22, 2005.
  • 4These options aim to reduce potential dilution from the conversion of convertible senior unsecured notes.
  • 5Cheniere paid approximately $69.88 million for these options.
  • 6The options have a two-year term.
  • 7The company also announced the pricing of its $300 million aggregate principal amount of 2.25% convertible senior unsecured notes due 2012 via a press release.

Frequently Asked Questions

This filing is an amendment to a prior 8-K report to correct a typographical error. The strike price for a call option associated with share option transactions with Credit Suisse First Boston International was incorrectly stated in the original filing and has been corrected to $35.42 per share.

On July 22, 2005, Cheniere Energy entered into share option transactions with Credit Suisse First Boston International. These options involve the company paying a premium to reduce potential dilution from the conversion of its convertible notes. The agreement grants Cheniere a call option at a strike price of $35.42 and Credit Suisse First Boston International a call option at a strike price of $70.00, both with a two-year term.

Cheniere Energy paid approximately $69.88 million for these options. The purpose of these transactions is to mitigate potential dilution to existing shareholders that could arise from the conversion of the company's convertible senior unsecured notes.

In addition to the option transactions, Cheniere Energy announced the pricing of its $300 million aggregate principal amount of 2.25% convertible senior unsecured notes due 2012 on July 22, 2005. This announcement was made via a press release that is filed as an exhibit to this report.