UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 14, 2022, Cheniere Energy, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Onshore LP, Icahn Offshore LP and Icahn Capital LP (collectively, the “Icahn Parties”) pursuant to which the Company agreed to purchase an aggregate of 2,681,581 shares of common stock of the Company, par value $0.003 per share (the “Common Stock”), at a price per share of Common Stock of $130.52, the closing price of a share of Common Stock on the NYSE American on June 14, 2022, or an aggregate purchase price of approximately $350 million. The Company intends to fund the transaction from cash on hand. The transactions contemplated by the Purchase Agreement are expected to close on June 21, 2022, subject to customary closing conditions. Pursuant to the Purchase Agreement, promptly, and in any event within two business days after the closing date of the transactions, the Icahn Parties will cause Mr. Andrew Teno to tender his resignation from the board of directors of the Company and any committees of the board of directors.
The foregoing description of the terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement. A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.
| Item 8.01 | Other Events. |
On June 15, 2022, the Company issued a press release, a copy of which is attached to this Current Report on From 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Purchase Agreement, dated June 14, 2022, between Cheniere Energy, Inc., on the one hand, and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Onshore LP, Icahn Offshore LP and Icahn Capital LP, on the other hand. | |
| 99.1 | Press release, dated June 15, 2022, issued by Cheniere Energy, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
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. | ||
| By | /s/ Zach Davis | |
| Name: | Zach Davis | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: June 15, 2022
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