Current Report Filing (8-k)
02 May 2018 - 6:26AM
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): April 27, 2018
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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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02.
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Unregistered Sales of Equity Securities
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On April 27, 2018, Cheniere Energy, Inc.
(Cheniere) issued 5,753,927 unregistered shares of common stock of Cheniere, par value $.003 (the Cheniere Stock), to ZP Master Utility Fund, Ltd, P Zimmer Ltd, ZP Energy Fund, L.P. and ZP Master Energy Fund, L.P.
(collectively, Zimmer) 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 Zimmer agreed to sell, and Cheniere agreed to purchase, 11,987,346 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 0.4800 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: May 1, 2018
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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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