Current Report Filing (8-k)
December 20 2016 - 8:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2016
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16383
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95-4352386
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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700 Milam Street
Suite 1900
Houston,
Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (713)
375-5000
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities
On December 16, 2016, Cheniere Energy, Inc. (Cheniere) issued 1,211,620 unregistered shares of common stock of Cheniere, par
value $.003 (the Cheniere Stock), to Falcon Edge Global Master Fund, LP (Falcon Edge) in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to a
privately negotiated
stock-for-stock
exchange transaction in which Falcon Edge agreed to sell, and Cheniere agreed to purchase, 2,327,800 common shares representing
limited liability company interests in Cheniere Energy Partners LP Holdings, LLC (CQH Common Shares) in exchange for unregistered shares of Cheniere Stock at an exchange ratio of 0.5205 shares of Cheniere Stock for each CQH Common Share.
On December 16, 2016, Cheniere issued 481,463 unregistered shares of Cheniere Stock to certain funds associated with Carlson Capital
LP (together, Carlson) in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to a privately negotiated
stock-for-stock
exchange transaction in which Carlson agreed to sell, and Cheniere agreed to purchase, 925,000 CQH Common Shares in exchange for unregistered shares of Cheniere Stock at an exchange ratio of
0.5205 shares of Cheniere Stock for each CQH Common Share.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CHENIERE ENERGY, INC.
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Date: December 20, 2016
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By:
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/s/ Michael J. Wortley
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Name:
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Michael J. Wortley
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Title:
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Executive Vice President and
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Chief Financial Officer
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