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): November 9, 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))
Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2004, Cheniere Energy, Inc.'s wholly owned partnership,
Sabine Pass LNG, L.P. (Sabine Pass LNG), entered into a Terminal Use Agreement
(TUA) to provide Total LNG USA, Inc. (Total), a subsidiary of Total SA (NYSE:
TOT), with 1.0 billion cubic feet per day (Bcf/d) of liquefied natural gas (LNG)
regasification capacity at the 2.6 Bcf/d LNG receiving terminal being developed
by Sabine Pass LNG in Cameron Parish, Louisiana. On November 9, 2004, Total
exercised its option to proceed with the transaction by delivering to Sabine (i)
an advance Capacity Reservation Fee payment of $10 million, and (ii) a guarantee
by Total SA of certain of its subsidiary's obligations under the TUA. Cheniere,
Sabine Pass LNG and Total also entered into an Omnibus Agreement on September 2,
2004, under which the TUA remains subject to certain conditions described below.
The TUA provides for Total to pay a tariff of $0.32 per million British
thermal units (mmbtu), subject in part to adjustment for inflation, for 1.0
Bcf/d of regasification capacity for a 20-year period beginning not later than
April 1, 2009. In addition, under the Omnibus Agreement, if Sabine Pass LNG
enters into a new terminal use agreement with a third party, other than Cheniere
affiliates, for capacity of 50 million cubic feet per day or more, with a term
of five years or more, prior to the commercial start date of the terminal, Total
will have the option, exercisable within 30 days of the receipt of notice of
such transaction, to adopt the pricing terms contained in such new terminal use
agreement for the remainder of the term of the Total terminal use agreement.
Because Total has elected to proceed with the transaction, an additional
advance Capacity Reservation Fee payment of $10 million will be payable to
Sabine Pass LNG upon satisfaction of two conditions: (i) approval by the Federal
Energy Regulatory Commission (FERC) of the pending application to build the
Sabine Pass terminal; and (ii) confirmation of evidence of the ability to
finance construction of the facility. Total has the right to terminate this
transaction if these conditions are not satisfied by June 30, 2005. The Capacity
Reservation Fee payments will be amortized over a ten-year period as a reduction
of Total's regasification capacity tariff under the TUA.
On November 9, 2004, Cheniere Energy, Inc. issued a press release regarding
the foregoing. That press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
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99.1 Press Release, dated November 9, 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.
Date: November 9, 2004 CHENIERE ENERGY, INC.
By: /s/ Don A. Turkleson
Name: Don A. Turkleson
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated November 9, 2004 (filed herewith).