<PAGE>
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): September 15, 2000
Cheniere Energy, Inc.
---------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
0-9092 95-4352386
-------- ----------
(Commission File Number) (IRS Employer Identification No.)
Two Allen Center
1200 Smith Street Suite 1740
Houston, Texas 77002-4312
--------------------------------------- ----------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (713) 659-1361
--------------
None
----
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
The Company has reached an agreement with Warburg, Pincus Equity Partners, L.P.,
a global private equity fund based in New York, to fund its exploration program
on the Fairfield database through a newly formed subsidiary, Gryphon Exploration
Company. Cheniere will contribute selected assets that include: 3D seismic data
acquired from Fairfield Industries, Inc. over approximately 8,800 square miles
in the Gulf of Mexico, certain offshore leases, its Shark Prospect currently
being drilled, its Joint Exploration Agreement with Samson Offshore Company and
certain other assets. Warburg Pincus will contribute $25,000,000 and receive
preferred stock, with an 8% accrued dividend, convertible into 63.2% of
Gryphon's common stock. Cheniere and Warburg Pincus have also agreed under
certain circumstances to contribute to Gryphon their respective shares of an
additional $75,000,000.
In addition to a 36.8% interest in Gryphon, Cheniere will maintain ownership of
its currently producing oil and gas properties with reserves valued at $12.1
million as of June 30, 2000, its proprietary 3D seismic data set in the Cameron
area of Louisiana, a license to 1,900 square miles of 3D seismic data recently
acquired from Seitel Data, Ltd. and the option to license an additional 3,100
square miles of data from Seitel.
The transaction is subject to standard closing conditions, including approval
under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close
by early October. Petrie Parkman & Co. acted as financial advisor to Cheniere
in connection with the transaction.
Michael L. Harvey has agreed to become Chairman and CEO of Gryphon. Effective
upon assuming his new role, Mr. Harvey will resign as Director, President and
CEO of Cheniere.
ITEM 7. EXHIBITS
99.1 Press release titled "Cheniere Energy Announces $25,000,000
Investment by Warburg Pincus" dated September 15, 2000.
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 thereunto duly authorized.
CHENIERE ENERGY, INC.
By: /s/ DON A. TURKLESON
--------------------
Don A. Turkleson
Chief Financial Officer,
Treasurer and Secretary
Date: September 15, 2000
