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): September 20, 2018
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-16383 | 95-4352386 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
700 Milam Street Suite 1900 Houston, Texas |
77002 | |
(Address of principal executive offices) | (Zip Code) |
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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.01 Completion of Acquisition or Disposition of Assets.
On September 20, 2018, Cheniere Energy, Inc. (Cheniere), a Delaware corporation, completed its previously announced acquisition of Cheniere Energy Partners LP Holdings, LLC (CQH), a Delaware limited liability company, pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated as of June 18, 2018, by and among Cheniere, CQH, and Columbia Acquisition Sub LLC (Merger Sub), a Delaware limited liability company and wholly-owned subsidiary of Cheniere. Pursuant to the Merger Agreement, CQH merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of Cheniere (the Merger).
As a result of the Merger, each common share representing limited liability company interests in CQH (each, a CQH Common Share) issued and outstanding immediately prior to the effective time of the Merger (excluding certain Excluded Shares, as defined in the Merger Agreement) was converted into the right to receive 0.4750 of a share of common stock, par value $0.003, of Cheniere (Cheniere Common Stock).
The issuance of the shares of Cheniere Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to Chenieres registration statement on Form S-4 (Reg No. 333-226231), declared effective by the Securities and Exchange Commission (the SEC) on August 21, 2018. The consent solicitation/prospectus (the Consent Solicitation/Prospectus) included in the registration statement contains additional information about the Merger.
The foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, incorporated by reference to Exhibit 2.1 to Chenieres Current Report on Form 8-K filed with the SEC on June 19, 2018.
Item 7.01 Regulation FD Disclosure.
On September 20, 2018, Cheniere and CQH issued a joint press release announcing the consummation of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
CHENIERE ENERGY, INC. | ||||||
Date: September 20, 2018 | By: | /s/ Michael J. Wortley | ||||
Name: | Michael J. Wortley | |||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
Exhibit 99.1
CHENIERE ENERGY, INC. NEWS RELEASE
Cheniere Energy, Inc. and Cheniere Energy Partners LP Holdings, LLC Announce Completion of Merger
Houston, Texas September 20, 2018 Cheniere Energy, Inc. (Cheniere) (NYSE American: LNG) and Cheniere Energy Partners LP Holdings, LLC (Cheniere Partners Holdings) (NYSE American: CQH) announced today that Cheniere has closed the previously announced merger of Cheniere Partners Holdings with a wholly owned subsidiary of Cheniere. As a result of the merger, all of the publicly-held shares of Cheniere Partners Holdings not owned by Cheniere were canceled and converted into the right to receive 0.4750 shares of Cheniere common stock, and shares of Cheniere Partners Holdings will no longer trade on the NYSE American.
Cheniere Partners Holdings shareholders approved the merger by the written consent of approximately 97.6% of the total outstanding common shares, including approximately 70.4% of outstanding common shares excluding shares owned by Cheniere. Approximately 99.9% of all written consents delivered voted to approve the merger.
J.P. Morgan Securities LLC acted as financial advisor and Sullivan & Cromwell LLP and Sidley Austin LLP acted as legal advisors to Cheniere. Jefferies LLC acted as financial advisor and Richards, Layton & Finger, P.A. acted as legal advisor to the conflicts committee of Cheniere Partners Holdings.
About Cheniere
Cheniere Energy, Inc., a Houston-based energy company primarily engaged in LNG-related businesses, owns and operates the Sabine Pass LNG terminal in Louisiana. Directly and through its subsidiary, Cheniere Energy Partners, L.P. (NYSE American: CQP), Cheniere is developing, constructing, and operating liquefaction projects near Corpus Christi, Texas and at the Sabine Pass LNG terminal, respectively. Cheniere is also exploring a limited number of opportunities directly related to its existing LNG business.
For additional information, please refer to the Cheniere website at www.cheniere.com and Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the Securities and Exchange Commission.
Forward-Looking Statements
This press release contains certain statements that may include forward-looking statements within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical or present facts or conditions, included herein are forward-looking statements. Included among forward-looking statements are, among other things, (i) statements regarding Chenieres business strategy, plans and objectives, including the development, construction and operation of liquefaction facilities, (ii) statements regarding expectations regarding regulatory authorizations and approvals, (iii) statements expressing beliefs and expectations regarding the development of Chenieres LNG terminal and pipeline businesses, including liquefaction facilities, (iv) statements regarding the business operations and prospects of third parties, (v) statements regarding potential financing arrangements and (vi) statements regarding future discussions and entry into contracts. Although Cheniere believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Chenieres actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in Chenieres periodic reports that are filed with and available from the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Cheniere does not assume a duty to update these forward-looking statements.
CHENIERE CONTACTS
Investors | ||
Randy Bhatia | 713-375-5479 | |
Megan Light | 713-375-5492 | |
Media Relations | ||
Eben Burnham-Snyder | 713-375-5764 |