Item 1.01. Entry into a Material Definitive Agreement
On May 7, 2012, Cheniere Energy, Inc. ("Cheniere"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Havelock Fund Investments Pte Ltd (indirectly owned by Temasek Holdings (Private) Limited) and Greenwich Asset Holding Ltd (owned by RRJ Capital Master Fund I, L.P.) (each, a "Purchaser" and together, the "Purchasers"). Pursuant to the Stock Purchase Agreement, the Purchasers agreed to purchase an aggregate of 31,000,000 shares of Cheniere common stock, par value $0.003 per share ("Common Stock"), at a price of $15.10 per share. Each Purchaser agreed to purchase 15,500,000 shares of Common Stock.
The Common Stock was offered, and the Stock Purchase Agreement entered into, pursuant to a registered direct offering (the "Offering"). The total proceeds to Cheniere from the sale of the Common Stock were $468.1 million before expenses. Cheniere did not hire a placement agent firm or utilize an underwriter in connection with the Offering. The transactions contemplated by the Offering closed on May 10, 2012.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits

Exhibit Number Description 5.1* Opinion of Andrews Kurth LLP. 10.1* Stock Purchase Agreement, dated May 7, 2012. 23.1 Consent of Andrews Kurth LLP (included in Exhibit 5.1).

* Filed herewith.

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