Summary
Cheniere Energy, Inc. (LNG) filed an 8-K on December 23, 2010, primarily detailing significant changes to its Series B Convertible Preferred Stock and the effectiveness of an Eighth Amendment to its Credit Agreement. The company amended and restated the Certificate of Designations for its Series B Preferred Stock, reducing the authorized share count, eliminating all voting rights, and removing the directors' appointment rights. Furthermore, the Series B Preferred Stock will now be redeemable by the company or holders on August 15, 2018. This filing also confirms the effectiveness of the Eighth Amendment to the Credit Agreement, which became effective on December 22, 2010. As part of this amendment, 10,125,000 shares of Cheniere's Common Stock were issued to a group of "Non-Convertible Lenders." Additionally, the company plans to seek stockholder approval to allow other Lenders to exchange the exchangeable portion of their loans into Common Stock at a rate of $5 per share.
Key Highlights
- 1Amendment and restatement of Series B Convertible Preferred Stock Certificate of Designations.
- 2Reduction in the number of authorized Series B Preferred Stock shares.
- 3Elimination of voting rights for Series B Preferred Stock holders.
- 4Removal of the right for Series B Preferred Stock holders to appoint directors.
- 5Series B Preferred Stock now redeemable by the company or holders on August 15, 2018.
- 6Eighth Amendment to Credit Agreement effective as of December 22, 2010.
- 7Issuance of 10,125,000 Common Stock shares to Non-Convertible Lenders.