Item 1.01. Entry into a Material Definitive Agreement
On July 17, 2012, Cheniere Energy, Inc. ("Cheniere") entered into an
underwriting agreement (the "Underwriting Agreement") with Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. LLC as representatives of the
underwriters named therein (the "Underwriters"), providing for the offer and
sale in an underwritten offering (the "Offering") of 28,000,000 shares of
Cheniere's common stock, par value $0.003 per share ("Common Stock"), at a price
to the Underwriters of $13.59 per share. Pursuant to the Underwriting Agreement,
Cheniere granted the Underwriters a thirty-day option to purchase up to an
additional 4,200,000 shares of Common Stock to cover over-allotments.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is attached as Exhibit 1.1 to this report and
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 20, 2012, Cheniere issued a press release announcing the closing of the
Offering. The press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information included in this Item 7.01 of Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section and
such information, including Exhibit 99.1, shall not be incorporated by reference
into any filing under the Exchange Act or the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such filing.
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