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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
BOONE PICKENS
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(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*
AF
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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
United States
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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
24,155,444
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
24,155,444
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,155,444
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
25.9%
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14
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TYPE OF REPORTING
PERSON
IN
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2
SCHEDULE 13D
This Amendment No. 7 (this Amendment) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2007, as amended by Amendment No. 1
filed on September 26, 2008, Amendment No. 2 filed on January 29, 2010, Amendment No. 3 filed on June 7, 2011, Amendment No. 4 filed on September 9, 2011, Amendment No. 5 filed on January 4, 2012,
Amendment No. 6 filed on November 9, 2012 (collectively, the Schedule 13D), on behalf of Boone Pickens (the Reporting Person). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to
such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 1. Security and Issuer
Unchanged.
Item 2. Identity and Background
Unchanged.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following:
On June 14, 2013, the Reporting Person entered into a Loan and Security Agreement (the Green Loan Agreement) with Green
Energy Investment Holdings L.L.C. (Green), pursuant to which the Reporting Person borrowed an aggregate $57,500,000, which amount was used to fund (i) the purchase of a 7.5% convertible promissory note of the Issuer due
July 11, 2018 in the principal amount of $25,000,000 (the First Tranche Note) and a 7.5% convertible promissory note of the Issuer due July 10, 2019 in the principal amount of $25,000,000 (the Second Tranche Note
and, together with the First Tranche Note, the Existing Notes) for an aggregate purchase price of $42,500,000 pursuant to the Note Purchase Agreement (as defined below) and (ii) a loan (the Third Tranche Loan) by the
Reporting Person to the Issuer in the principal amount of $15,000,000 in exchange for the issuance by the Issuer of a 7.5% convertible promissory note due June 14, 2020 (the Third Tranche Note and, together with the First Tranche
Note and the Second Tranche Note, the Convertible Notes) pursuant to the Company Loan Agreement (as defined below). Borrowings under the Green Loan Agreement bear interest at the rate of 7.5% per annum (payable quarterly, in
arrears, on March 31, June 30, September 30 and December 31 of each year). The Reporting Person is required to make a mandatory prepayment of the loans under the Green Loan Agreement, if (i) the Convertible Notes
are exchanged for Common Stock under certain circumstances, (ii) the Issuer is in default under the Company Loan Agreement or (iii) the Reporting Person ceases to serve as a director of the Issuer. The Convertible Notes and the Reporting
Persons interests in certain unrelated entities holding oil and gas mineral rights were pledged as collateral under the Green Loan Agreement.
Item 4. Purpose of Transaction
Unchanged.
Item 5. Interest in Securities of the Issuer
Sections (a) and (b) of Item 5 are hereby amended and restated as follows:
(a) As of the date hereof, the Reporting Person beneficially owns an aggregate 24,155,444 shares of Common Stock, which includes 18,139,720 owned directly by the Reporting Person, 651,800 shares of
Common Stock issuable upon the exercise of stock options granted to him under the Issuers Amended & Restated 2006 Equity Incentive Plan, 1,250,000 shares of Common Stock purchasable upon the exercise of the New Options held by the
Reporting Person (all of which are currently exercisable) and 4,113,924 shares of Common Stock issuable upon the conversion of the Convertible Notes (all of which are currently exercisable), constituting in the aggregate approximately 25.9% of the
shares of Common Stock outstanding.
3
The aggregate percentage of shares of Common Stock outstanding beneficially owned by the
Reporting Person is based on 88,514,691 shares of Common Stock outstanding as of May 1, 2013, reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 8, 2013, plus 651,800 shares
issuable upon exercise of the stock options granted to the Reporting Person under the Issuers Amended & Restated 2006 Equity Incentive Plan and 4,113,924 shares issuable upon the conversion of the Convertible Notes assuming a $15.80
conversion price. Such total does not include shares issuable upon exercise of the New Options, which were granted by persons other than the Issuer.
(b) The Reporting Person has sole voting and sole dispositive power over all of the 24,155,444 shares of Common Stock beneficially owned by him. Of these shares, 18,139,720 shares are owned directly by
him, 651,800 shares are issuable to him upon the exercise of stock options granted to him under the Issuers Amended & Restated 2006 Equity Incentive Plan, 1,250,000 shares are purchasable by him upon the exercise of the New Options
and 4,113,924 shares are issuable to him upon exercise of the Convertible Notes.
Section (c) of Item 5 is hereby
amended to incorporate the additional language included in Item 3 of this Amendment and by adding the following.
(c) On
June 14, 2013, the Reporting Person entered into a Note Purchase Agreement (the Note Purchase Agreement) by and among the Issuer, the Reporting Person, Green, Chesapeake NG Ventures Corporation (the Seller) and
Chesapeake Energy Corporation (Chesapeake), providing for, among other things, (i) the acquisition by the Reporting Person of the Existing Notes, (ii) the assignment by the Seller to the Reporting Person of the Sellers
rights and obligations under the Loan Agreement (the Existing Company Loan Agreement), dated July 11, 2011, by and among the Seller, Chesapeake and the Issuer, including the Sellers obligation to fund the Third Tranche Loan,
and (iii) the assignment by the Seller to the Reporting Person of the Sellers rights and obligations under the Registration Rights Agreement (the Existing Registration Rights Agreement), dated July 11, 2011, by between
the Seller and the Issuer. Contemporaneously with the execution of the Note Purchase Agreement, the Reporting Person entered into the Loan Agreement with the Issuer (the Company Loan Agreement) with the same terms as the Existing Company
Loan Agreement, other than changes to reflect the change in ownership, and a Registration Rights Agreement by and among the Issuer, the Reporting Person and Green, with the same terms as the Existing Registration Rights Agreement, other than changes
to reflect the change in ownership.
The First Tranche Note was initially issued to the Seller on July 11, 2011, and the
Second Tranche Note was initially issued to the Seller on July 10, 2012. Pursuant to the Note Purchase Agreement, the Issuer cancelled the existing convertible promissory notes representing the Convertible Notes and re-issued new promissory
notes in the name of the Reporting Person. In addition, the Issuer issued the Third Tranche Note to the Reporting Person in exchange for the Reporting Person funding the Third Tranche Loan. Each Convertible Note was pledged by the Reporting Person
as collateral under the Green Loan Agreement.
The Convertible Notes bear interest at the rate of 7.5% per annum (payable
quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year) and are convertible at the Reporting Persons option into shares of Common Stock at a conversion rate of $15.80 (the Conversion Price).
Based on the aggregate principal amount of Convertible Notes outstanding on June 14, 2013, the Convertible Notes are convertible in the aggregate into 4,113,924 shares of Common Stock. Subject to certain restrictions, the Issuer may require the
exchange of each Convertible Note into Common Stock if, following the second anniversary of the issuance of a Convertible Note, the Common Stock trades at a 40% premium to the Conversion Price for at least 20 trading days in any consecutive 30
trading day period. The entire principal balance of each Convertible Note is due and payable seven years following its initial issuance, and the Issuer may repay each Convertible Note in shares of Common Stock or cash. The Company Loan Agreement
restricts the use of proceeds to financing the development, construction and operation of liquefied natural gas stations and payment of certain related expenses. The Company Loan Agreement also provides for customary events of default which, if any
of them occurs, would permit or require the principal of and accrued interest on the Convertible Notes to become or to be declared due and payable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to incorporate the additional language included in Section (c) of Item 5 of this Amendment.
4
Item 7. Material to Be Filed as Exhibits
The following are filed as exhibits with this Amendment:
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99.18
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Note Purchase Agreement, dated June 14, 2013, by and among the Issuer, the Reporting Person, Green, the Seller and Chesapeake.
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99.19
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Loan and Security Agreement, dated June 14, 2013, by and between the Reporting Person and Green.
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99.20
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Loan Agreement, dated June 14, 2013, by and between the Issuer and the Reporting Person.
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99.21
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Registration Rights Agreement, dated June 14, 2013, by and among the Issuer, the Reporting Person and Green.
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99.22
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Convertible Promissory Note (First Tranche Note).
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99.23
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Convertible Promissory Note (Second Tranche Note).
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99.24
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Convertible Promissory Note (Third Tranche Note).
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5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 19, 2013
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By:
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/s/ Boone Pickens
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Name: Boone Pickens
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6