8-KMaterial AgreementsFinancial EventsRegulation FD+1

Cheniere Energy, Inc. 8-K Report, Material Agreement (Jul 27, 2005)

Filed July 27, 2005For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG) filed an 8-K on July 27, 2005, to announce the closing of a significant debt financing. The company successfully sold $325 million in aggregate principal amount of its 2.25% Convertible Senior Notes due 2012. This offering was conducted as a private placement to Credit Suisse First Boston LLC, in reliance on Section 4(2) and Rule 144A of the Securities Act, with an initial principal amount of $300 million and an additional $25 million purchased upon exercise of an option. The Notes mature on August 1, 2012, and are convertible into Cheniere's common stock at an initial conversion price of approximately $35.42 per share. The company has committed to filing a shelf registration statement within 90 days and making it effective by February 22, 2006, to allow for the resale of these Notes and the underlying common stock. This financing provides Cheniere with substantial capital, crucial for its operations and growth initiatives in the energy sector.

Key Highlights

  • 1Cheniere Energy closed a private offering of $325 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2012.
  • 2The Notes were sold to Credit Suisse First Boston LLC on July 27, 2005, under a Purchase Agreement dated July 22, 2005.
  • 3The offering was conducted as a private placement in reliance on Section 4(2) and Rule 144A of the Securities Act.
  • 4The Notes are convertible into Cheniere's common stock at an initial conversion price of approximately $35.42 per share.
  • 5The Notes mature on August 1, 2012, and bear interest at 2.25% per annum, payable semi-annually.
  • 6Cheniere is obligated to file a shelf registration statement for the resale of the Notes and common stock within 90 days of issuance.
  • 7The Notes are unsecured and unsubordinated obligations of Cheniere Energy, Inc., but are structurally subordinate to obligations of its subsidiaries.

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