Summary
Cheniere Energy, Inc. (LNG) filed an 8-K on May 5, 2009, reporting on the unregistered sale of equity securities. The company entered into privately negotiated agreements to exchange a portion of its 2.25% Convertible Senior Notes due 2012 for shares of its common stock and cash. This transaction involved repurchasing $77.17 million in principal amount of its convertible notes in exchange for approximately 3.985 million shares of common stock and $13.525 million in cash. This exchange effectively reduces the company's outstanding debt and dilutes existing shareholders. The issuance of shares was conducted under an exemption from registration requirements, specifically Section 3(a)(9) of the Securities Act of 1933. The company's CFO, Meg A. Gentle, signed the filing. Investors should note the reduction in convertible debt, the dilutive effect of the new shares, and the method of issuance for these securities.
Key Highlights
- 1Cheniere Energy (LNG) repurchased $77,170,000 in aggregate principal amount of its 2.25% Convertible Senior Notes due 2012.
- 2The company issued 3,985,000 shares of its common stock in exchange for these notes.
- 3An aggregate of $13,525,000 in cash was also paid as part of the exchange agreements.
- 4The transactions occurred through privately negotiated agreements with unrelated holders.
- 5Shares were issued on April 16, April 29, and April 30, 2009.
- 6The issuance of shares was made pursuant to Section 3(a)(9) of the Securities Act of 1933, exempting it from registration requirements.
- 7This action reduces the company's outstanding convertible debt.