SEC Comment Letter for Cheniere Energy, Inc. (LNG) (CIK 0000003570) (LNG) — Dec 24, 2008
Cheniere Energy, Inc. (LNG) (CIK 0000003570)
Date: Dec. 24, 2008 · CIK: 0000003570 · Accession: 0000000000-08-063629
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE Mail Stop 7010 December 24, 2008
Via U.S. Mail and Facsimile Mr. Charif Souki Chairman of the Board, Chief Executive Officer and President Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002 Re: Cheniere Energy, Inc. Preliminary Proxy Statement on Schedule 14A Filed December 3, 2008 File No. 1-16383 Dear Mr. Souki:
We have limited our review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Charif Souki Cheniere Energy, Inc. December 24, 2008 Page 2 Proposal 1 – Approval of Amendment to Restated Certificate of Incorporation…, page 1
1. Please supplement your disclosure to specify whether you presently have any plans, proposals, or arrangements to issue any of the proposed authorized shares of common stock for any purpose, including fu ture acquisitions and/or financings. If so, please disclose by including materially complete descriptions of the future acquisitions and/or financing transactions . If not, please state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the proposed additional authorized shares of common stock. Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing.
Mr. Charif Souki Cheniere Energy, Inc. December 24, 2008 Page 3 Please contact Douglas Brown at (202) 551-3265 or, in his absence, Michael Karney at (202) 551-3847 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: D. Brown M. Karney Meredith S. Mouer (713) 238-7409
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
December 24, 2008
Via U.S. Mail and Facsimile
Mr. Charif Souki Chairman of the Board, Chief Executive Officer and President Cheniere Energy, Inc. 700 Milam Street, Suite 800 Houston, TX 77002
Re: Cheniere Energy, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed December 3, 2008
File No. 1-16383
Dear Mr. Souki:
We have limited our review of your filing to those issues we have addressed in
our comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Charif Souki
Cheniere Energy, Inc. December 24, 2008
Page 2 Proposal 1 – Approval of Amendment to Restated Certificate of Incorporation…, page 1
1. Please supplement your disclosure to specify whether you presently have any plans, proposals, or arrangements to issue any of the proposed authorized shares of common stock for any purpose, including fu ture acquisitions and/or financings.
If so, please disclose by including materially complete descriptions of the future acquisitions and/or financing transactions . If not, please state that you have no
such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the proposed additional authorized shares of common stock.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Mr. Charif Souki
Cheniere Energy, Inc. December 24, 2008 Page 3
Please contact Douglas Brown at (202) 551-3265 or, in his absence, Michael
Karney at (202) 551-3847 with any questions.
Sincerely,
H. Roger Schwall Assistant Director
cc: D. Brown M. Karney Meredith S. Mouer (713) 238-7409