8-KAcquisitions & DispositionsOther EventsExhibits & Filings

Cheniere Energy, Inc. 8-K Report, Acquisition Completed (Jul 26, 2007)

Filed July 26, 2007For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG) filed an 8-K on July 26, 2007, to report the completion of a significant share repurchase transaction. The company purchased approximately 9.18 million shares of its own common stock from Credit Suisse International for a total of $325 million. This transaction was executed at a price of $35.42 per share, consistent with the company's prior commitment to exercise call spread options related to its 2005 convertible senior notes issuance. The financing for this share repurchase was secured through borrowings under a Credit Agreement with Perry Principals Investments LLC, facilitated by Cheniere Subsidiary Holdings, LLC. This move effectively reduces the outstanding share count, which stood at 47.27 million shares post-transaction. Investors should view this as a significant capital allocation decision by management, indicating confidence in the company's valuation or a strategic move to manage share count and potentially enhance shareholder value.

Key Highlights

  • 1Completion of a share repurchase of approximately 9.18 million shares from Credit Suisse International.
  • 2Aggregate purchase price for the shares was approximately $325 million, paid in cash.
  • 3The purchase price per share was $35.42, consistent with previously disclosed call spread options.
  • 4Transaction financed through borrowings under a Credit Agreement with Perry Principals Investments LLC.
  • 5The number of outstanding common shares decreased to 47,274,148 as of July 26, 2007.
  • 6This 8-K filing also references prior related agreements including Confirmation Documents and a Notice of Commitment.
  • 7The company issued a press release on July 26, 2007, to announce this transaction.

Frequently Asked Questions

The primary purpose of this 8-K filing was to formally report the completion of Cheniere Energy's acquisition of its own common stock from Credit Suisse International and to announce the total number of outstanding shares following the transaction.

The $325 million used to repurchase the shares was financed through borrowings by Cheniere Subsidiary Holdings, LLC, a wholly-owned subsidiary of Cheniere Energy, under a Credit Agreement dated May 31, 2007.

This transaction reduced the total number of outstanding shares of Cheniere Energy's common stock from a prior amount to 47,274,148 shares as of July 26, 2007.

The share repurchase is directly linked to call spread options associated with Cheniere's 2005 issuance of $325 million of 2.25% Convertible Senior Notes due 2012. The company exercised these options to repurchase the shares from Credit Suisse.