Summary
Cheniere Energy, Inc. (LNG) has filed an 8-K report detailing an unregistered sale of equity securities on April 27, 2018. The company issued approximately 5.75 million shares of its common stock to entities associated with Zimmer. This transaction was a stock-for-stock exchange, where Cheniere purchased 11.99 million common shares of Cheniere Energy Partners LP Holdings, LLC (CQH) from Zimmer in exchange for the newly issued Cheniere shares. This exchange was conducted under the Section 4(a)(2) exemption from registration requirements, indicating a private transaction. Investors should note that this issuance of unregistered shares could potentially dilute existing shareholder equity. The principal terms of the exchange ratio were 0.48 shares of Cheniere stock for each CQH common share, and the filing was signed by the CFO, Michael J. Wortley.
Key Highlights
- 1Cheniere issued 5,753,927 unregistered shares of its common stock.
- 2The shares were issued to ZP Master Utility Fund, Ltd, P Zimmer Ltd, ZP Energy Fund, L.P., and ZP Master Energy Fund, L.P. (collectively, "Zimmer").
- 3The transaction was a stock-for-stock exchange where Cheniere acquired 11,987,346 CQH Common Shares from Zimmer.
- 4The exchange ratio was 0.48 shares of Cheniere Stock for each CQH Common Share.
- 5The issuance was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933.
- 6The filing was signed by Michael J. Wortley, Executive Vice President and Chief Financial Officer.