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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): February 25, 2005
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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 (I.R.S. Employer
incorporation or organization) File Number) 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))
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Item 8.01. Other Events.
On February 28, 2005, Cheniere Energy, Inc. issued a press release
announcing that its wholly-owned limited partnership, Sabine Pass LNG, L.P.
("Sabine Pass LNG"), has closed a $822 million Senior Secured Credit Facility
("Credit Facility") with a syndicate of 47 financial institutions. Lead
arrangers of the Credit Facility were HSBC Securities (USA) Inc. and SG
Corporate & Investment Banking ("SG CIB"), an arm of Societe Generale. Societe
Generale served as the Administrative Agent and HSBC Securities (USA) Inc.
served as Syndications Agent. The Credit Facility will be used to fund a
substantial majority of the costs of constructing and placing into operation the
Sabine Pass LNG liquefied natural gas receiving terminal in Cameron Parish,
Louisiana. The press release is attached as Exhibit 99.1 to this report and is
incorporated by reference into this Item 8.01.
The Credit Facility will be available for draws for payment of project
costs following Sabine Pass LNG's equity contribution and standard conditions
precedent. The draws during the construction period will be at a rate of LIBOR
plus 1.5%. Thereafter, the construction loan will convert to a term loan at a
rate of LIBOR plus 1.25% for three years and at LIBOR plus 1.625% until
termination. The Credit Facility's final maturity date will occur no later than
ten years from the closing. Unless an earlier date is agreed to by a
supermajority of the lenders, the first installment shall occur six months
following the first payment under a Terminal Use Agreement with an anchor tenant
but, in any case, no later than October 1, 2009. Scheduled amortization during
the repayment period will be based upon a 19-year mortgage-style semi-annual
amortization profile with a balloon payment due on the final maturity date.
Sabine Pass LNG will pay a 0.50% commitment fee semi-annually on the outstanding
un-drawn balance during the construction period. Sabine Pass LNG has agreed to
pay 2% in total financing fees paid to the lenders and financial advisors. The
material terms and conditions of the Credit Facility and the swap agreements
will be described in a Current Report on Form 8-K filed with the Securities and
Exchange Commission.
In connection with the closing of the Credit Facility, Sabine Pass LNG has
entered into swap agreements with HSBC Bank USA, National Association and
Societe Generale, New York Branch. Under the terms of the agreements, Sabine
Pass LNG will hedge its drawings under the Credit Facility up to a maximum
amount of $700 million. The LIBOR has been fixed at 4.49% from July 25, 2005 to
March 25, 2009 and at 4.98% from March 26, 2009 through March 25, 2012. The
final termination date of the swap agreements will be March 25, 2012.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
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99.1 Press Release, dated February 28, 2005 (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.
CHENIERE ENERGY, INC.
Date: February 28, 2005 By: /s/ Don A. Turkleson
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Name: Don A. Turkleson
Title: Senior Vice President,
Chief Financial Officer &
Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated February 28, 2005 (filed herewith).