If the filing
person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box: ☐
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act.
SCHEDULE 13D
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CUSIP No. I6411W108
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Page
2
of 5
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1
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NAME OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cheniere Energy, Inc. 95-4352386
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
188,852,800 Common Shares
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
188,852,800 Common Shares
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,852,800 Common Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
81.5%
1
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14
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TYPE OF REPORTING PERSON
CO – corporation
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1
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The percentages relating to common shares reported herein are based on 231,700,000 common shares outstanding as of October 27, 2016, as reported in the Form 10-Q filed with the Securities and Exchange Commission by the
Issuer on November 3, 2016.
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SCHEDULE 13D
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CUSIP No. I6411W108
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Page
3
of 5
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Explanatory Note
This Amendment No. 6 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by Cheniere
Energy, Inc. with the United States Securities and Exchange Commission on December 20, 2013, as amended by Amendment No. 1 to Schedule 13D filed on November 19, 2014, as amended and restated in its entirety by Amendment No. 2 to
Schedule 13D filed on May 13, 2016, as amended by Amendment No. 3 to Schedule 13D filed on August 12, 2016, as amended by Amendment No. 4 to Schedule 13D filed on September 30, 2016, and as further amended by Amendment
No. 5 to Schedule 13D filed on December 9, 2016 (collectively, the “
Schedule 13D
”).
Except as set forth
herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 is
hereby amended by replacing the prior Exhibit 99.1 with the Exhibit 99.1 attached hereto, which is incorporated herein by reference.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph:
On December 16, 2016, the Reporting Person acquired 3,252,800 Common Shares of the Issuer in privately negotiated transactions with Falcon Edge Global
Master Fund, LP (“
Falcon Edge
”) and certain funds associated with Carlson Capital LP (together, “
Carlson
”) pursuant to share purchase and exchange agreements dated December 16, 2016 (the
“
SPAs
”). The Reporting Person agreed to purchase, and Falcon Edge agreed to sell, 2,327,800 Common Shares of the Issuer in exchange for unregistered shares of common stock of the Reporting Person, par value $.003 (the
“
Cheniere Stock”)
, at an exchange ratio of 0.5205 shares of Cheniere Stock for each Common Share of the Issuer. The Reporting Person agreed to purchase, and Carlson agreed to sell, 925,000 Common Shares of the Issuer in exchange for
unregistered shares of Cheniere Stock at an exchange ratio of 0.5205 shares of Cheniere Stock for each Common Share of the Issuer.
Item 4.
Purpose of the Transaction.
Item 4 is hereby amended by adding the information set forth in Items 3, 5 and 6 of this Amendment No. 6 to
Schedule 13D by incorporation by reference in its entirety into this Item 4.
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a)
Following the acquisitions reported in Item 3, Cheniere Energy is the record and beneficial owner of 188,852,800 Common Shares, which in the aggregate represents approximately 81.5% of the outstanding Common Shares. Cheniere Energy also
possesses the sole director voting share of the Issuer, and will therefore be able to amend the Issuer’s limited liability company agreement and elect and remove the members of its board of directors.
The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that, for the purpose of Section 13(d) or 13(g) of the
Act, it is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person.
Except as
indicated in this Item 5 or as set forth in Exhibit 99.1, neither the Reporting Person nor, to the best of its knowledge, any of the persons named in Exhibit 99.1 to this Schedule 13D owns beneficially, or has any right to acquire, directly or
indirectly, any Common Shares.
SCHEDULE 13D
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CUSIP No. I6411W108
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Page
4
of 5
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(b) Following the
acquisitions reported in Item 3, Cheniere Energy has the sole power to vote or dispose of, or direct the voting or disposition of, 188,852,800 Common Shares, representing approximately 81.5% of the Common Shares outstanding. As noted above,
Cheniere Energy also owns the sole director voting share of the Issuer.
(c) Except as otherwise described herein, the Reporting Person has not entered
into any transactions in the Issuer’s securities effected within the 60 days preceding this filing.
(d) No person other than the Reporting Person
has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Shares being reported on this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following paragraphs:
On December 16, 2016, the Reporting Person entered into an SPA with Falcon Edge pursuant to which the Reporting Person agreed to purchase, and Falcon
Edge agreed to sell, 2,327,800 Common Shares of the Issuer in exchange for unregistered shares of Cheniere Stock, at an exchange ratio of 0.5205 shares of Cheniere Stock for each Common Share of the Issuer.
On December 16, 2016, the Reporting Person entered into SPAs with Carlson pursuant to which the Reporting Person agreed to purchase, and Carlson agreed
to sell, 925,000 Common Shares of the Issuer in exchange for unregistered shares of Cheniere Stock, at an exchange ratio of 0.5205 shares of Cheniere Stock for each Common Share of the Issuer.
Item 7. Material to be Filed as Exhibits.
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Exhibit 99.1
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Additional Information Regarding Reporting Person
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Exhibit 99.6
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Share Purchase and Exchange Agreement between Reporting Person and Falcon Edge Global Master Fund, LP, dated December 16, 2016.
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Exhibit 99.7
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Form of Share Purchase and Exchange Agreement between Reporting Person and certain funds affiliated with Carlson Capital LP, dated December 16, 2016.
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SCHEDULE 13D
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CUSIP No. I6411W108
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Page
5
of 5
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that
the information set forth in this statement is true, complete and correct.
December 20, 2016
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CHENIERE ENERGY, INC.
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By:
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/s/ Michael J. Wortley
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Michael J. Wortley
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Title:
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Executive Vice President and Chief Financial Officer
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