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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 8, 2004
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CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16383 95-4352386
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
717 Texas Avenue
Suite 3100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 659-1361
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 13e-4(c) 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))
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Item 8.01. Other Events.
On December 8, 2004, Cheniere Energy, Inc. (the "Company") issued a
press release announcing that on December 8, 2004 it closed its previously
announced public offering of 5 million shares of common stock at $60 per share.
The Company also announced that it received, after closing of the public
offering on December 8, 2004, notice from ChevronTexaco that Chevron U.S.A. Inc.
has determined not to continue negotiations regarding its proposed acquisition
of a limited partner interest in Cheniere's wholly-owned Sabine Pass LNG
partnership, which is developing an LNG receiving terminal near Sabine Pass in
Cameron Parish, Louisiana. The notice delivered by ChevronTexaco also confirmed
that, as previously announced, ChevronTexaco will advise Cheniere on or before
December 20, 2004 whether it will proceed forward with the Terminal Use
Agreement as a long-term user of reserved capacity at the Sabine Pass LNG
terminal. The press release and the letter delivered by ChevronTexaco at
approximately 5:00 p.m., Houston time on December 8, 2004, are attached as
Exhibits 99.1 and 99.2, respectively, to this report and are incorporated by
reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
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99.1 Press Release dated December 8, 2004 (filed herewith).
99.2 Letter from ChevronTexaco received December 8, 2004
(filed 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.
Date: December 8, 2004 By: /s/ Don A. Turkleson
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Name: Don A. Turkleson
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated December 8, 2004 (filed herewith).
99.2 Letter from ChevronTexaco received December 8, 2004
(filed herewith).