0000899140-13-000159.txt : 20130214 0000899140-13-000159.hdr.sgml : 20130214 20130214153149 ACCESSION NUMBER: 0000899140-13-000159 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: CR INTRINSIC INVESTORS LLC GROUP MEMBERS: S.A.C. CAPITAL ADVISORS INC. GROUP MEMBERS: S.A.C. GLOBAL INVESTORS LLP GROUP MEMBERS: STEVEN A. COHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHENIERE ENERGY INC CENTRAL INDEX KEY: 0000003570 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 954352386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46413 FILM NUMBER: 13612964 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133755000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: BEXY COMMUNICATIONS INC DATE OF NAME CHANGE: 19940314 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN GROUP OF DELAWARE INC DATE OF NAME CHANGE: 19931004 FORMER COMPANY: FORMER CONFORMED NAME: ALL AMERICAN BURGER INC DATE OF NAME CHANGE: 19931004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC Capital Advisors LP CENTRAL INDEX KEY: 0001451928 IRS NUMBER: 943448715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2038902000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT ROAD CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G/A 1 c9081821a.htm AMENDMENT NO. 2 c9081821a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CHENIERE ENERGY, INC.

(Name of Issuer)

Common Stock, Par Value $0.003 Per Share

(Title of Class of Securities)

16411R208
(CUSIP Number)

December 31, 2012
(Date of Event which Requires Filing
of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
Rule 13d-1(d)



*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



Page 1 of 11
 
 
 

 

CUSIP No. 16411R208                                                 
13G
Page 2 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x      
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
801,561 (a) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
801,561 (a) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
801,561 (a) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4% (a)  (see Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 2 of 11
 
 
 

 

CUSIP No. 16411R208                                                 
13G
Page 3 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
801,561 (a) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
801,561 (a) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
801,561 (a) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4% (a) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT

Page 3 of 11
 
 
 

 

CUSIP No. 16411R208                                                 
13G
Page 4 of 11 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
CR Intrinsic Investors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
314,700 (b) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
314,700 (b) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
314,700 (b) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (b) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTION BEFORE FILLING OUT
 

Page 4 of 11
 
 
 

 
 
CUSIP No. 16411R208                                                 
13G
Page 5 of 11 Pages

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Global Investors LLP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
108,082 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
108,082 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
108,082 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTION BEFORE FILLING OUT
 

Page 5 of 11
 
 
 

 
 
CUSIP No. 16411R208                                                 
13G
Page 6 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,224,343 (a) (b) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,224,343 (a) (b) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,224,343 (a) (b) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (a) (b) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 6 of 11
 
 
 

 

 
 

Item 1(a)
Name of Issuer:
   
 
Cheniere Energy, Inc.
   
Item 1(b)
Address of Issuer's Principal Executive Offices:
   
 
700 Milam Street, Suite 800, Houston, Texas 77002
   
Item 2(a)
Name of Person Filing:
   
 
This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, par value $0.003 per share (“Shares”), of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, L.P. (“SAC MultiQuant Fund”)†; (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund; (iii) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); (iv) S.A.C. Global Investors LLP (“SAC Global Investors”) with respect to Shares beneficially owned by S.A.C. Global Investments, L.P. (“Global Investments”); and (v) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates, SAC MultiQuant Fund, CR Intrinsic Investors, CR Intrinsic Investments, SAC Global Investors and Global Investments.
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, SAC Global Investors and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
 
†Prior to February 1, 2013, SAC MultiQuant Fund's shares were beneficially owned by S.A.C. MultiQuant Fund, LLC, an Anguillan limited liability company, which merged with and into SAC MultiQuant Fund on January 31, 2013.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the principal business office of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902; and (ii) SAC Global Investors is St. Martins Court, 4th Floor, 10 Paternoster Row, London EC4M 7EJ, U.K.
   
Item 2(c)
Citizenship:
   
 
SAC Capital Advisors LP is a Delaware limited partnership.  SAC Capital Advisors Inc. is a Delaware corporation.  CR Intrinsic Investors is a
   
 

Page 7 of 11
 
 
 

 
 
 
  Delaware limited liability company.  SAC Global Investors is a limited liability partnership organized under the laws of England and Wales.   Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Common Stock, par value $0.003 per share
   
Item 2(e)
CUSIP Number:
   
 
16411R208
   
Item 3
Not Applicable
   
Item 4
Ownership:
   
 
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of December 17, 2012 as reported on the Issuer's Definitive Proxy Statement on Form DEF-14A filed with the Securities and Exchange Commission by the Issuer on December 31, 2012.
   
 
As of the close of business on December 31, 2012:
   
 
1.  S.A.C. Capital Advisors, L.P.
 
(a) Amount beneficially owned: 801,561 (a)
 
(b) Percent of class: 0.4% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 801,561 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 801,561 (a)
   
 
2.  S.A.C. Capital Advisors, Inc.
 
(a) Amount beneficially owned: 801,561 (a)
 
(b) Percent of class: 0.4% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 801,561 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 801,561 (a)
   
 
3.  CR Intrinsic Investors, LLC
 
(a) Amount beneficially owned: 314,700 (b)
 
(b) Percent of class: 0.1% (b)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 314,700 (b)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 314,700 (b)
   
 
4.  S.A.C. Global Investors LLP
 
(a) Amount beneficially owned: 108,082
 
(b) Percent of class: less than 0.1%
 
(c)(i) Sole power to vote or direct the vote: -0-
 

Page 8 of 11
 
 
 

 
 
 
(ii) Shared power to vote or direct the vote: 108,082
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 108,082
   
 
5. Steven A. Cohen
 
(a) Amount beneficially owned: 1,224,343 (a) (b)
 
(b) Percent of class: 0.5% (a) (b)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 1,224,343 (a) (b)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 1,224,343 (a) (b)
   
 
(a)  Includes 522,300 Shares subject to call options held by SAC Capital Associates.
 
(b)  Includes 114,700 Shares subject to call options held by CR Intrinsic Investments.
   
 
SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, SAC Global Investors and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and SAC MultiQuant Fund.  SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP.  Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power with respect to the securities held by CR Intrinsic Investments.  Pursuant to an investment management agreement, SAC Global Investors maintains investment and voting power with respect to the securities held by Global Investments.  Mr. Cohen controls each of SAC Capital Advisors Inc. and CR Intrinsic Investors, and indirectly owns a 49% interest in the managing member of SAC Global Investors.  CR Intrinsic Investments is a wholly owned subsidiary of SAC Capital Associates.  As of December 31, 2012, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 801,561 (a) Shares (constituting approximately 0.4% (a) of the Shares outstanding); (ii) CR Intrinsic Investors and Mr. Cohen may be deemed to beneficially own 314,700 (b) Shares (constituting approximately 0.1% (b) of the Shares outstanding); and (iii) SAC Global Investors and Mr. Cohen may be deemed to own beneficially 108,082 shares (constituting less than 0.1% of the Shares outstanding).  Each of SAC Capital Advisors LP, SAC Capital Advisors Inc., CR Intrinsic Investors, SAC Global Investors and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  x
   
 

Page 9 of 11
 
 
 

 
 
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 10 of 11
 
 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2013

S.A.C. CAPITAL ADVISORS, L.P.

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. CAPITAL ADVISORS, INC.
 
By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
CR INTRINSIC INVESTORS, LLC

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. GLOBAL INVESTORS LLP
 
By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
STEVEN A. COHEN

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
Page 11 of 11


 
EX-99.1 2 c9081821b.htm JOINT FILING AGREEMENT c9081821b.htm
Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
 
Dated: February 14, 2013

S.A.C. CAPITAL ADVISORS, L.P.

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. CAPITAL ADVISORS, INC.
 
By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
CR INTRINSIC INVESTORS, LLC

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. GLOBAL INVESTORS LLP

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

STEVEN A. COHEN

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person