sc13g

0000950134-07-021855.txt : 20071024 0000950134-07-021855.hdr.sgml : 20071024 20071024151656 ACCESSION NUMBER: 0000950134-07-021855 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071024 GROUP MEMBERS: FIR TREE RECOVERY MASTER FUND LP GROUP MEMBERS: FIR TREE VALUE MASTER FUND LP SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46413 FILM NUMBER: 071188027 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133755000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 800 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d50701sc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Cheniere Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.003

(Title of Class of Securities)

16411R208

(CUSIP Number)

October 15, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

13G


CUSIP No.		16411R208


1	NAMES OF REPORTING PERSONS Fir Tree Value Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,040,607

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,040,607

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,040,607

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.3%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

13G


CUSIP No.		16411R208


1	NAMES OF REPORTING PERSONS Fir Tree Recovery Master Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			397,593

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			397,593

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	397,593

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.8%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

13G


CUSIP No.		16411R208


1	NAMES OF REPORTING PERSONS Fir Tree, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,438,200

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			2,438,200

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,438,200

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.1%

12	TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)

	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Recovery”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.003 (the “Common Stock”) of Cheniere Energy, Inc., a Delaware corporation (the “Issuer”), purchased by Fir Tree Value and Fir Tree Recovery. Fir Tree is the investment manager of both Fir Tree Value and Fir Tree Recovery.


Item 1(a)		Name of Issuer.

		Cheniere Energy, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		700 Milam Street, Suite 800
		Houston, Texas 77002

Item 2(a)		Name of Person Filing.
Item 2(b)		Address of Principal Business Office.
Item 2(c)		Place of Organization.

		Fir Tree, Inc.
		505 Fifth Avenue
		23^rd Floor
		New York, New York 10017
		A New York corporation

		Fir Tree Value Master Fund, L.P.
		c/o Admiral Administration Ltd.
		Admiral Financial Center, 5th Floor
		90 Fort Street, Box 32021 SMB
		Grand Cayman, Cayman Islands
		A Cayman Islands exempted limited partnership

		Fir Tree Recovery Master Fund, L.P.
		c/o Admiral Administration Ltd.
		Admiral Financial Center, 5th Floor
		90 Fort Street, Box 32021 SMB
		Grand Cayman, Cayman Islands
		A Cayman Islands exempted limited partnership

Fir Tree, Inc. is the investment manager for each of Fir Tree Value and Fir Tree Recovery and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by each of them.


Item 2(d)	Title of Class of Securities.

	common stock, par value $0.003 (the “Common Stock”)

Item 2(e)	CUSIP Number.

	16411R208

Item 3	Reporting Person.

	The person filing is not listed in Items 3(a) through 3(j).

Item 4	Ownership.

	(a)	Fir Tree Value and Fir Tree Recovery are the beneficial owners of 2,040,607 shares of Common Stock (1,603,607 of which are shares of Common Stock held by Fir Tree Value and 437,000 of which are shares of Common Stock issuable upon the exercise of American-style options held by fir Tree Value) and 397,593 shares of Common Stock (313,093 of which are shares of Common Stock held by Fir Tree Recovery and 84,500 of which are shares of Common Stock issuable upon the exercise of American-style options held by Fir Tree Recovery), respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Fir Tree Value and Fir Tree Recovery as a result of being the investment manager of Fir Tree Value and Fir Tree Recovery.

	(b)	Fir Tree Value and Fir Tree Recovery are the beneficial owners of 4.3% and 0.8%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 2,438,200 shares of Common Stock which represent 5.1% of the shares of Common Stock outstanding, which such percentage is determined by dividing (i) (a) the 1,916,700 shares of Common Stock beneficially owned by Fir Tree Value and Fir Tree recovery plus (b) the 521,500 shares of Common Stock issuable upon the exercise of American-style options held by Fir Tree Value and Fir Tree Recovery by (ii) (x) 47,275,468, the number of shares of Common Stock issued and outstanding as of July 31, 2007 according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2007.

	(c)	Fir Tree Value may direct the vote and disposition of 2,040,607 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 397,593 shares of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by Fir Tree Value and Recovery.

Item 5	Ownership of Five Percent or Less of a Class.

	Inapplicable.

Item 6	Ownership of More Than Five Percent on Behalf of Another Person.


		Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.

Item 10		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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.

Date: October 24, 2007


		FIR TREE VALUE MASTER FUND, L.P.

		By:		FIR TREE, INC., its Manager

				By: /s/ Jeffrey Tannenbaum

				Name: Jeffrey Tannenbaum
				Title: President

		FIR TREE RECOVERY MASTER FUND, L.P.

		By:		FIR TREE, INC., its Manager

				By: /s/ Jeffrey Tannenbaum

				Name: Jeffrey Tannenbaum
				Title: President

		FIR TREE, INC.

		By: /s/ Jeffrey Tannenbaum

		Name: Jeffrey Tannenbaum
		Title: President

EX-99.1 2 d50701exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of Cheniere Energy, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 24, 2007.


		FIR TREE VALUE MASTER FUND, L.P.

		By:		FIR TREE, INC., its Manager

				By: /s/ Jeffrey Tannenbaum

				Name: Jeffrey Tannenbaum
				Title: President

		FIR TREE RECOVERY MASTER FUND, L.P.

		By:		FIR TREE, INC., its Manager

				By: /s/ Jeffrey Tannenbaum

				Name: Jeffrey Tannenbaum
				Title: President

		FIR TREE, INC.

		By: /s/ Jeffrey Tannenbaum

		Name: Jeffrey Tannenbaum
		Title: President