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<SEC-DOCUMENT>0001157523-05-007144.txt : 20050808
<SEC-HEADER>0001157523-05-007144.hdr.sgml : 20050808
<ACCEPTANCE-DATETIME>20050805181558
ACCESSION NUMBER:		0001157523-05-007144
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050805
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050808
DATE AS OF CHANGE:		20050805

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHENIERE ENERGY INC
		CENTRAL INDEX KEY:			0000003570
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				954352386
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16383
		FILM NUMBER:		051004051

	BUSINESS ADDRESS:	
		STREET 1:		717 TEXAS AVENUE
		STREET 2:		SUITE 3100
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7136591361

	MAIL ADDRESS:	
		STREET 1:		717 TEXAS AVENUE
		STREET 2:		SUITE 3100
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BEXY COMMUNICATIONS INC
		DATE OF NAME CHANGE:	19940314

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALL AMERICAN GROUP OF DELAWARE INC
		DATE OF NAME CHANGE:	19931004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALL AMERICAN BURGER INC
		DATE OF NAME CHANGE:	19931004
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4947473.txt
<DESCRIPTION>CHENIERE ENERGY 8-K
<TEXT>
================================================================================

                                  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): August 5, 2005



                              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))

================================================================================


<PAGE>


Item 2.02.   Results of Operations and Financial Conditions

         The information included in this Current Report on Form 8-K, including
the attached exhibits, shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

         On August 5, 2005, Cheniere Energy, Inc. (the "Company") issued a press
release announcing the Company's results of operations for the second quarter
ended June 30, 2005. The press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein in its entirety.


Item 7.01.   Regulation FD Disclosure.

         On August 5, 2005, the Company issued a press release announcing that
Don Turkleson, the Senior Vice President and Chief Financial Officer of the
Company, will be making a presentation about the Company on August 8, 2005 at
The Oil & Gas Conference. The press release is attached as Exhibit 99.2 to this
report and is incorporated by reference into this Item 7.01. Exhibit 99.2 is not
filed but is furnished pursuant to Regulation FD.


Item 9.01.   Financial Statements and Exhibits.

c) Exhibits

Exhibit
Number                 Description
- -------                -----------

99.1                   Press Release, dated August 5, 2005 (filed herewith).

99.2                   Press Release, dated August 5, 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: August 5, 2005              By:   /s/ Craig K. Townsend
                                                 ---------------------
                                                 Name: Craig K. Townsend
                                                 Title: Vice President and
                                                 Chief Accounting Officer



<PAGE>


EXHIBIT INDEX


Exhibit
Number                 Description
- -------                -----------

99.1                   Press Release, dated August 5, 2005 (filed herewith).

99.2                   Press Release, dated August 5, 2005 (filed herewith).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a4947473ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

         Cheniere Energy Reports Second Quarter 2005 Results

    HOUSTON--(BUSINESS WIRE)--Aug. 5, 2005--Cheniere Energy, Inc.
(AMEX:LNG) reported a net loss of $9.8 million, or $0.18 per share
(basic and diluted) for the second quarter of 2005 compared with a net
loss of $8.1 million, or $0.21 per share (basic and diluted), during
the corresponding period in 2004.
    The major factors contributing to the net loss of $9.8 million
during the second quarter of 2005 were liquefied natural gas (LNG)
receiving terminal development expenses of $5.4 million and general
and administrative expenses of $5.6 million. For the second quarter of
2004, the major factors contributing to the net loss of $8.1 million
were LNG receiving terminal development expenses of $5.6 million
(which were offset by a $752,000 minority interest in the operations
of Corpus Christi LNG, L.P.), general and administrative expenses of
$1.9 million and the Company's equity share of the net loss of
Freeport LNG Development, L.P. of $1.5 million.
    Cheniere's working capital at June 30, 2005 was $150.8 million, a
decrease of $155.0 million from $305.8 million at December 31, 2004.
The decrease in working capital was primarily attributable to
construction-in-progress expenditures related to Cheniere's Sabine
Pass LNG receiving terminal and debt issuance costs related to project
financing of the terminal.
    As previously announced, subsequent to the second quarter Cheniere
closed a private offering on July 27, 2005 of $325 million aggregate
principal amount of convertible senior unsecured notes due 2012 which
will bear interest at a rate of 2.25% per year. Concurrent with the
issuance of the notes, the Company also entered into hedge
transactions (consisting of a purchase and a sale of call options) for
a net cost of approximately $76 million. These hedge transactions are
expected to offset potential dilution from conversion of the notes up
to a market price of $70.00 per share of Cheniere common stock. Net
proceeds from the offering were approximately $240 million, after
deducting the cost of the hedge transactions, the underwriting
discount and related fees. The pro forma effect as of June 30, 2005 of
these transactions would have increased working capital to
approximately $391 million.
    Note: On April 8, 2005, Cheniere's Board of Directors declared a
two-for-one stock split effective April 22, 2005. Accordingly, all
references to weighted average shares outstanding and per share
amounts in this press release have been retroactively adjusted to
reflect this stock split.
    Cheniere Energy, Inc. is a Houston based energy company engaged in
developing LNG Receiving Terminals and Gulf of Mexico Exploration &
Production. Cheniere is building a 100% owned Gulf Coast LNG receiving
terminal near Sabine Pass in Cameron Parish, LA. It is also developing
100% owned Gulf Coast LNG receiving terminals near Corpus Christi, TX,
which received its authorization from the FERC in March 2005, and
another near the Creole Trail in Cameron Parish, LA, for which
Cheniere filed its application with the FERC in May 2005. Cheniere is
also a 30% limited partner in Freeport LNG Development, L.P., which is
building an LNG receiving terminal in Freeport, Texas. Cheniere
explores for oil and gas in the Gulf of Mexico using a regional
database of 7,000 square miles of PSTM 3D seismic data. Cheniere owns
9% of Gryphon Exploration Company, along with Warburg, Pincus Equity
Partners, L.P., which owns 91%. Additional information about Cheniere
Energy, Inc. may be found on its web site at www.cheniere.com.
    This press release contains certain statements that may include
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements, other than statements of historical facts,
included herein are "forward-looking statements." Included among
"forward-looking statements" are, among other things, (i) statements
regarding Cheniere's business strategy, plans and objectives and (ii)
statements expressing beliefs and expectations regarding the
development of Cheniere's LNG receiving terminal business. Although
Cheniere believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve
assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. Cheniere's actual results could differ materially
from those anticipated in these forward-looking statements as a result
of a variety of factors, including those discussed in Cheniere's
periodic reports that are filed with and available from the Securities
and Exchange Commission. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Other than as required under the securities laws,
Cheniere does not assume a duty to update these forward-looking
statements.


                        Cheniere Energy, Inc.
                    Selected Financial Information
                            (in thousands)

                         Three Months Ended       Six Months Ended
                              June 30,                June 30,
                       ----------------------- -----------------------
                          2005        2004        2005        2004
                       ----------- ----------- ----------- -----------
                             (Unaudited)             (Unaudited)

                       ----------- ----------- ----------- -----------
Revenues                     $689        $335      $1,425        $667
                       ----------- ----------- ----------- -----------
Operating Costs and
 Expenses
  LNG Terminal
   Development Expenses     5,350       5,566      10,775       9,967
  Production Costs             34           7          89          14
  Depreciation,
   Depletion and
   Amortization               528         161       1,055         366
  General and
   Administrative
   Expenses                 5,600       1,928      10,590       4,865
                       ----------- ----------- ----------- -----------
      Total Operating
       Costs and
       Expenses            11,512       7,662      22,509      15,212
                       ----------- ----------- ----------- -----------

Loss from Operations      (10,823)     (7,327)    (21,084)    (14,545)

Equity in Net (Loss)
 Income of Limited
 Partnership                 (127)     (1,488)       (971)        667
Reimbursement from
 Limited Partnership
 Investment                     -           -           -       2,500
Unrealized Derivative
 Loss                        (642)          -        (667)          -
Interest  Income            1,755          10       3,572          17
Minority Interest               -         752          97       2,233
                       ----------- ----------- ----------- -----------
Net Loss                  $(9,837)    $(8,053)   $(19,053)    $(9,128)
                       =========== =========== =========== ===========

Net Loss Per Share -
 Basic and Diluted         $(0.18)     $(0.21)     $(0.36)     $(0.25)
                       =========== =========== =========== ===========
Weighted Average Shares
 Outstanding - Basic
 and Diluted               53,757      37,833      53,063      37,026
                       =========== =========== =========== ===========

                                    Pro Forma
                                     June 30,    June 30,    Dec. 31,
                                     2005 (a)     2005        2004
                                   ----------- ----------- -----------
                                   (Unaudited) (Unaudited)

Cash and Cash
 Equivalents                         $411,817    $171,817    $308,443
Advances to EPC
 Contractor                            24,260      24,260           -
Other Current Assets                    3,554       3,554       2,838
Property, Plant and
 Equipment, Net                       155,886     155,886      20,880
Debt Issuance Costs,
 Net                                   29,948      20,648       1,302
Goodwill                               76,845      76,845           -
Other Assets                              310         310         104
                                   ----------- ----------- -----------
Total Assets                         $702,620    $453,320    $333,567
                                   =========== =========== ===========

Current Liabilities                   $48,831     $48,831      $5,529
Notes Payable                         325,000           -           -
Deferred Revenue                       38,000      38,000      23,000
Other Liabilities and
 Minority Interest                     15,606      15,606         437
Stockholders' Equity                  275,183     350,883     304,601
                                   ----------- ----------- -----------
Total Liabilities and
 Stockholders' Equity                $702,620    $453,320    $333,567
                                   =========== =========== ===========

(a) includes the pro forma effect as of June 30, 2005 of Cheniere's
    private offering of $325 million aggregate principal amount of
    convertible senior unsecured notes due 2012 closed on July 27,
    2005. Also, includes the net costs of the related hedge
    transactions, underwriting discount and related fees.

    CONTACT: Cheniere Energy, Inc., Houston
             David Castaneda, 713-265-0202
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a4947473ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2

Cheniere Energy Chief Financial Officer to Present at the Oil & Gas Conference

    HOUSTON--(BUSINESS WIRE)--Aug. 5, 2005--Cheniere Energy, Inc.
(AMEX:LNG) announced today that the company's Senior Vice President
and Chief Financial Officer, Don Turkleson, will make a presentation
on behalf of the company at the Oil & Gas Conference on Monday, August
8, 2005, at 12:20 p.m. Central.
    Interested parties can listen to the audio presentation live over
the Internet via Cheniere Energy's Web site, www.cheniere.com.
Registration is recommended at least 15 minutes prior to commencement
to allow for time to download and install any necessary audio
software. The company's updated slide presentation that will accompany
Mr. Turkleson's presentation will also be available for viewing at
www.cheniere.com under the Investor Relations, Corporate Presentation
link.
    A replay of the Web cast will be available through September 8,
2005.
    Cheniere Energy, Inc. is a Houston-based energy company engaged in
developing LNG Receiving Terminals and Gulf of Mexico Exploration &
Production. Cheniere is building a 100% owned Gulf Coast LNG Receiving
Terminal near Sabine Pass in Cameron Parish, LA, and developing 100%
owned Gulf Coast LNG Receiving Terminals near Corpus Christi, TX, and
near the Creole Trail in Cameron Parish, LA. Cheniere is also a 30%
limited partner in Freeport LNG Development, L.P., which is building
an LNG Receiving Terminal in Freeport, Texas. Cheniere explores for
oil and gas in the Gulf of Mexico using a regional database of 7,000
square miles of PSTM 3D seismic data. Cheniere owns 9% of Gryphon
Exploration Company, along with Warburg, Pincus Equity Partners, L.P.,
which owns 91%. Additional information about Cheniere Energy, Inc.,
may be found on its web site at www.cheniere.com.
    This press release contains certain statements that may include
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements, other than statements of historical facts,
included herein are "forward-looking statements." Included among
"forward-looking statements" are, among other things, (i) statements
regarding Cheniere's business strategy, plans and objectives and (ii)
statements expressing beliefs and expectations regarding the
development of Cheniere's LNG receiving terminal business. Although
Cheniere believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve
assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. Cheniere's actual results could differ materially
from those anticipated in these forward-looking statements as a result
of a variety of factors, including those discussed in Cheniere's
periodic reports that are filed with and available from the Securities
and Exchange Commission. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Other than as required under the securities laws,
Cheniere does not assume a duty to update these forward-looking
statements.

    CONTACT: Cheniere Energy, Inc., Houston
             David Castaneda, 713-265-0202
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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