8-K

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): November 6, 2019

CHENIERE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16383	95-4352386
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

700 Milam Street, Suite 1900

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 375-5000

(Registrant’s telephone number, including area code)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.003 par value	LNG	NYSE American

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 7.01. Regulation FD Disclosure.

On November 6, 2019, we issued a press release announcing that Cheniere Corpus Christi Holdings, LLC, an indirect wholly-owned subsidiary of Cheniere Energy, Inc., has upsized and priced its previously announced offering of Senior Secured Notes due 2029. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information included in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference to this Item 7.01 in such filing.

Item 9.01 Financial Statements and Exhibits.

d)    Exhibits

Exhibit
Number	Description
99.1*	Press release, dated November 6, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

________________________

* Furnished herewith.

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.
November 6, 2019	By:	/s/ Michael J. Wortley
	Name:	Michael J. Wortley
	Title:	Executive Vice President and
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CHENIERE ENERGY, INC. NEWS RELEASE

Cheniere Energy, Inc. Announces Upsizing and Pricing of $1.5 Billion Senior Secured Notes Due 2029 by Cheniere Corpus Christi Holdings, LLC

Houston, Texas - November 6, 2019- Cheniere Energy, Inc. ("Cheniere") (NYSE American: LNG) announced today that its wholly owned subsidiary, Cheniere Corpus Christi Holdings, LLC ("CCH"), has upsized and priced its previously announced offering of Senior Secured Notes due 2029 (the "CCH 2029 Notes"). The principal amount of the offering has been increased from the initially announced $1.0 billion to $1.5 billion. The CCH 2029 Notes will bear interest at a rate of 3.700% per annum and will be issued at price equal to 99.925% of par to yield 3.709%. The CCH 2029 Notes will mature on November 15, 2029. The closing of the offering of the CCH 2029 Notes is expected to occur on November 13, 2019.

CCH intends to use the proceeds from the offering to prepay a portion of the principal amounts currently outstanding under CCH’s term loan credit facility due 2024 (the “CCH Credit Facility”). The CCH 2029 Notes will be secured by a first priority security interest in substantially all of the assets of CCH and its subsidiaries and by a pledge of all of the equity interests in CCH and will rank pari passu in right of payment with all existing and future senior secured indebtedness of CCH, including borrowings under the CCH Credit Facility, its outstanding senior secured notes due 2024, senior secured notes due 2025, senior secured notes due 2027, both series of senior secured notes due 2039, and its obligations under its working capital facility.

The offer of the CCH 2029 Notes has not been registered under the Securities Act of 1933, as amended (the "Securities Act") and the CCH 2029 Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 Cheniere’s financial and operational guidance, 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 Cheniere’s 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, (vi) statements regarding future discussions and entry into contracts, and (vii) statements relating to the amount and timing of share repurchases. 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. Cheniere’s 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 Cheniere’s 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.

CONTACTS:

Investors
Randy Bhatia:	713-375-5479
Megan Light:	713-375-5492
or
Media Relations
Eben Burnham-Snyder:	713-375-5764
Jenna Palfrey:	713-375-5491

XML

Document and Entity Information Document	Nov. 06, 2019
Cover page.
Entity Central Index Key	0000003570
Document Type	8-K
Document Period End Date	Nov. 06, 2019
Entity Registrant Name	CHENIERE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-16383
Entity Tax Identification Number	95-4352386
Entity Address, Address Line One	700 Milam Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	375-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.003 par value
Trading Symbol	LNG
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Amendment Flag	false