-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AgTkRb5JHk2pIsux8O2XQbi5lJmk5Uor5B5bVLY7khC6+9szifaWqydVORdi7Gcp pamyepwlgOSUlfH7Ek1NuA== 0001013594-08-000668.txt : 20081027 0001013594-08-000668.hdr.sgml : 20081027 20081027172355 ACCESSION NUMBER: 0001013594-08-000668 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46413 FILM NUMBER: 081143012 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: PAULSON & CO INC CENTRAL INDEX KEY: 0001035674 IRS NUMBER: 133796759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129562221 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 cheniere13d-102708.htm OCTOBER 27, 2008

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Cheniere Energy, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

16411R208

(CUSIP Number)

Stephen M. Schultz, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 


SCHEDULE 13D

CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson & Co. Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           7,400,000

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           7,400,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                7,400,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                14.6%

14

TYPE OF REPORTING PERSON

                IA

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Partners L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           276,939

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           276,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                276,939

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                0.5%

14

TYPE OF REPORTING PERSON

                PN

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Partners Enhanced, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           400,242

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           400,242

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                400,242

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                0.8%

14

TYPE OF REPORTING PERSON

                PN

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson International Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           1,011,912

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           1,011,912

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,011,912

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                2.0%

14

TYPE OF REPORTING PERSON

                CO

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Advantage Select Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           11,837

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           11,837

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                11,837

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                Less than 0.1%

14

TYPE OF REPORTING PERSON

                CO

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Advantage Master Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           685,636

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           685,636

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                685,636

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                1.4%

14

TYPE OF REPORTING PERSON

                CO

 


 

CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Advantage Plus Master Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           1,905,694

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           1,905,694

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                1,905,694

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                3.8%

14

TYPE OF REPORTING PERSON

                CO

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

Paulson Enhanced Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           2,542,698

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           2,542,698

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                2,542,698

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                5.0%

14

TYPE OF REPORTING PERSON

                CO

 

 


CUSIP No. 16411R208

 

 

 

1

NAME OF REPORTING PERSON

John Paulson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH

7

SOLE VOTING POWER

            0

8

SHARED VOTING POWER

           7,400,000

9

SOLE DISPOSITIVE POWER

            0

10

SHARED DISPOSITIVE POWER

           7,400,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                7,400,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                14.6%

14

TYPE OF REPORTING PERSON

                IN

 

 


This Schedule 13D reflects the shares of Common Stock (as defined below) held by the Reporting Persons (as defined below) as of October 17, 2008.

Item 1. Security and Issuer

This statement on Schedule 13D relates to the common stock, par value $0.003 per share (the “Common Stock”), of Cheniere Energy, Inc., a Delaware corporation (“Issuer”). The principal executive offices of Issuer are located at 700 Milam Street, Suite 800, Houston, Texas 77002.

Item 2. Identity and Background

 

(a).

NAME

The names of the persons filing this statement on Schedule 13D (the “Reporting Persons”) are:

 

Paulson & Co. Inc. (“Paulson & Co.”);

 

Paulson Partners L.P. (“Paulson Partners”);

 

Paulson Partners Enhanced, L.P. (“Enhanced L.P.”);

 

Paulson International Ltd. (“Paulson International”);

 

Paulson Advantage Select Ltd. (“Advantage Select Ltd.”);

 

Paulson Advantage Master Ltd. (“Advantage Master”);

 

Paulson Advantage Plus Master Ltd. (“Advantage Plus Master”);

 

Paulson Enhanced Ltd. (“Enhanced Ltd.”); and

 

John Paulson

 

(b).

RESIDENCE OR BUSINESS ADDRESS

Paulson & Co., Paulson Partners, Enhanced L.P. and John Paulson each have a business address at 590 Madison Avenue, New York, New York 10022.

Paulson International, Advantage Select Ltd., Advantage Master, Advantage Plus Master and Enhanced Ltd. each have a business address at c/o BNY Alternative Investment Services Ltd., 18 Church Street, Skandia House, Hamilton, HM11, Bermuda.

(c).       PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED

Paulson & Co., an investment advisor that is registered under the Investment Advisors Act of 1940, furnishes investment advice to and manages onshore and offshore investment funds and to separate managed accounts (the “Separately Managed Accounts,” and collectively with such investment funds, the “Funds”). Paulson & Co. is also the controlling person of Paulson Advisers LLC, the managing general partner of each of Paulson Partners and Enhanced L.P.

 


The principal business of each of Paulson Partners, Enhanced L.P., Paulson International, Advantage Select Ltd., Advantage Master, Advantage Plus Master and Enhanced Ltd. is that of a private investment fund engaged in the purchase and sale of securities for its own account.

John Paulson’s primary business is serving as the President and sole Director of Paulson & Co.

Information regarding the directors, executive officers and/or control persons of the Reporting Persons (collectively, the “Instruction C Persons”) is set forth in Appendix III attached hereto.

 

(d), (e).

CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS

During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting activities subject to federal or state securities laws or finding any violation of such laws.

 

(f).

CITIZENSHIP

Paulson & Co. is a Delaware corporation.

Each of Paulson Partners and Enhanced L.P. is a Delaware limited partnership.

Each of Paulson International, Advantage Select Ltd., Advantage Master, Advantage Plus Master and Enhanced Ltd. is a Cayman Islands exempted company.

John Paulson is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

The consideration for the purchase of the shares of Common Stock reported herein by the Reporting Persons was derived from available capital of the Funds managed by Paulson, and a total of approximately $46,949,378 was paid to acquire such shares.

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock for investment purposes in the ordinary course of business.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate any purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. The Reporting Persons may communicate with the Issuer’s management and/or Board or with other shareholders to discuss any purposes, plans or proposals.

 


Item 5. Interest in Securities of the Issuer

(a-b) Collectively, the Reporting Persons beneficially own 7,400,000 shares of Common Stock representing 14.6% of the outstanding shares of Common Stock.

I. Paulson Partners

(a) Amount beneficially owned: 276,939

(b) Percent of class: 0.5%

(c) Number of Common Shares as to which Paulson Partners has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 276,939 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 276,939 (See Note 1.)

II. Enhanced L.P.

(a) Amount beneficially owned: 400,242

(b) Percent of class: 0.8%

(c) Number of Common Shares as to which Enhanced L.P. has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 400,242 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 400,242 (See Note 1.)

III. Paulson International

(a) Amount beneficially owned: 1,011,912

(b) Percent of class: 2.0%

(c) Number of Common Shares as to which Paulson International has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,011,912 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,011,912 (See Note 1.)

IV. Advantage Select Ltd.

(a) Amount beneficially owned: 11,837

(b) Percent of class: Less than 0.1%

(c) Number of Common Shares as to which Advantage Select Ltd. has:

 


(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 11,837 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 11,837 (See Note 1.)

V. Advantage Master

(a) Amount beneficially owned: 685,636

(b) Percent of class: 1.4%

(c) Number of Common Shares as to which Advantage Master has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 685,636 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 685,636 (See Note 1.)

VI. Advantage Plus Master

(a) Amount beneficially owned: 1,905,694

(b) Percent of class: 3.8%

(c) Number of Common Shares as to which Advantage Plus Master has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 1,905,694 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 1,905,694 (See Note 1.)

VII. Enhanced Ltd.

(a) Amount beneficially owned: 2,542,698

(b) Percent of class: 5.0%

(c) Number of Common Shares as to which Enhanced Ltd. has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 2,542,698 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,542,698 (See Note 1.)

VIII. Paulson’s Separately Managed Accounts

(a) Amount beneficially owned: 565,042

(b) Percent of class: 1.1%

(c) Number of Common Shares as to which the Separately Managed Accounts hold:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 565,042 (See Note 1.)

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 565,042 (See Note 1.)

 


Note 1: Each of Paulson Partners, Enhanced L.P., Paulson International, Advantage Select Ltd., Advantage Master, Advantage Plus Master, Enhanced Ltd. and the Separately Managed Accounts may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the shares of Common Stock reported in this Schedule 13D with Paulson & Co. and John Paulson.

(c). A list of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I.

(d). Not applicable.

(e). Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not applicable.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits:

Appendix I: List of the transactions in the Issuer’s Common Stock that were effected by the Reporting Persons during the past sixty days.

Appendix II: Joint Filing Agreement

Appendix III: Instruction C Person Information.

 


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.

Dated:  October 27, 2008

 

PAULSON & CO. INC.

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON PARTNERS L.P.

By:  Paulson Advisers LLC, general partner

By:  Paulson & Co. Inc., managing member

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

PAULSON ENHANCED L.P.

By:  Paulson Advisers LLC, general partner

By:  Paulson & Co. Inc., managing member

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 


 

PAULSON INTERNATIONAL LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

PAULSON ADVANTAGE SELECT LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON ADVANTAGE MASTER LTD

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON ADVANTAGE PLUS MASTER LTD

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

 

 


PAULSON ENHANCED LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

/s/  John Paulson

John Paulson

 

 

 

 


APPENDIX I

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS

Paulson effected the below transactions on the open market during the past 60 days for the Reporting Person identified in the table below. No other transactions with respect to securities of the Issuer were effected by the Reporting Persons within the past sixty days.

 

Date

Fund

Amount of Shs.Bought (Sold)

Approx. Price per
Share (excl.
of commissions)

10-17-2008

4

11,837

$1.06

10-17-2008

5

685,636

$1.06

10-17-2008

6

1,905,694

$1.06

10-17-2008

8

96,833

$1.06

 

 

1 = Paulson Partners L.P.

2 = Paulson Partners Enhanced, L.P.

3 = Paulson International Ltd.

4 = Paulson Advantage Select Ltd.

5 = Paulson Advantage Master Ltd.

6 = Paulson Advantage Plus Master Ltd.

7 = Paulson Enhanced Ltd.

8 = Separately Managed Accounts

 


APPENDIX II

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Cheniere Energy, Inc. dated as of October 28, 2008 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated:  October 27, 2008

 

PAULSON & CO. INC.

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON PARTNERS L.P.

By:  Paulson Advisers LLC, general partner

By:  Paulson & Co. Inc., managing member

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

PAULSON ENHANCED L.P.

By:  Paulson Advisers LLC, general partner

By:  Paulson & Co. Inc., managing member

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 


 

PAULSON INTERNATIONAL LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

PAULSON ADVANTAGE SELECT LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON ADVANTAGE MASTER LTD

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

PAULSON ADVANTAGE PLUS MASTER LTD

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

 

 

 


 

PAULSON ENHANCED LTD.

By:  Paulson & Co. Inc., as Investment Manager

 

 

 

 

 

By:  /s/  Stuart L. Merzer

Name:   Stuart L. Merzer

Title:     General Counsel & Chief Compliance Officer

 

 

 

/s/  John Paulson

John Paulson

 

 

 

 


APPENDIX III

INFORMATION REGARDING THE INSTRUCTION C PERSONS

The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson & Co. Inc. In each case, the principal occupation is represented by the person’s title.

 

Name

Title

Citizenship

John Paulson

President and Sole Director

United States

Chris Bodak

Chief Financial Officer

United States

Stuart Merzer

General Counsel

United States

Andrew Hoine

Senior Vice President

United States

Michael Waldorf

Senior Vice President

United States

Keith Hannan

Senior Vice President

United States

 

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Partners L.P.

 

Name

Title

Citizenship

Paulson Advisers LLC

Managing General Partner

Delaware

Paulson & Co. Inc.

Administrative General Partner

Delaware

 

Paulson Advisers LLC’s principal business is serving as managing general partner of each of Paulson Advantage, L.P. and Paulson Advantage Plus, L.P.

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Enhanced L.P.

 

Name

Title

Citizenship

Paulson Advisers LLC

Managing General Partner

Delaware

Paulson & Co. Inc.

Administrative General Partner

Delaware

 

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson International Ltd.

 

Name

Title

Citizenship

John Paulson

Director

United States

David G. Cooper

Director

Great Britain

Graham H. Cook

Director

Great Britain

 

Mr. Cooper’s principal occupation is serving as a partner, practicing in the areas of commercial and private client law, in the Bermuda law firm of Cox Hallett & Wilkinson.

Mr. Cook’s principal occupation is serving as Managing Director of TMF (BVI) Ltd., and Bison Financial Services Limited, part of the TMF Group, an international organization with 20 offices around the world providing trust, management and accounting services, financial services and fund administration services.

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Advantage Select Ltd.

 

Name

Title

Citizenship

John Paulson

Director

United States

David G. Cooper

Director

Great Britain

Graham H. Cook

Director

Great Britain

 

Paulson Advantage Select Ltd. has no executive officers.

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Advantage Master Ltd.

 

Name

Title

Citizenship

John Paulson

Director

United States

David G. Cooper

Director

Great Britain

Graham H. Cook

Director

Great Britain

 

Paulson Advantage Master Ltd. has no executive officers.

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Advantage Plus Master Ltd.

 

Name

Title

Citizenship

John Paulson

Director

United States

David G. Cooper

Director

Great Britain

Graham H. Cook

Director

Great Britain

 

Paulson Advantage Plus Master Ltd. has no executive officers.

 


The following table sets forth the name, title, principal occupation and citizenship of each of the executive officers and directors of Paulson Enhanced Ltd.

 

Name

Title

Citizenship

John Paulson

Director

United States

David G. Cooper

Director

Great Britain

Graham H. Cook

Director

Great Britain

 

Paulson Enhanced Ltd. has no executive officers.

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----