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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): July 8, 2021
(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:
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| 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.
Cheniere Energy, Inc. (“Cheniere”) today announced that it will extend its offer to exchange (the “Exchange Offer”) up to $2,000,000,000 of its outstanding 4.625% Senior Secured Notes due 2028 (the “Original Notes”) for up to $2,000,000,000 of its 4.625% Senior Secured Notes due 2028, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”).
The Exchange Offer, which had been scheduled to expire at 5:00 p.m., New York City time, on July 7, 2021, will now expire at 5:00 p.m., New York City time, on Thursday, July 8, 2021, unless further extended by Cheniere. The Exchange Offer is being extended due to recent legislation making June 18, 2021 a federal holiday. All other terms, provisions and conditions of the Exchange Offer will remain in full force and effect.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Exchange Notes, it does not constitute an offer to purchase, or a solicitation of an offer to sell, the Original Notes and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
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.
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| | | | CHENIERE ENERGY, INC. | |
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| Date: | July 8, 2021 | | By: | /s/ Zach Davis | |
| | | | Name: | Zach Davis | |
| | | | Title: | Senior Vice President and | |
| | | | | Chief Financial Officer | |
