Bond Chenier Energies 4.25% ( US16411RAG48 ) in USD

Issuer Chenier Energies
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US16411RAG48 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 14/03/2045



Prospectus brochure of the bond Cheniere Energy US16411RAG48 en USD 4.25%, maturity 14/03/2045


Minimal amount 1 000 USD
Total amount 625 000 000 USD
Cusip 16411RAG4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Next Coupon 15/09/2025 ( In 13 days )
Detailed description Cheniere Energy, Inc. is a Houston-based liquefied natural gas (LNG) company engaged in LNG export, production, and marketing operations globally, owning and operating LNG liquefaction facilities and related infrastructure.

The Bond issued by Chenier Energies ( United States ) , in USD, with the ISIN code US16411RAG48, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2045







424B5
424B5 1 d882975d424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181190
CALCULATION OF REGISTRATION FEE


Maximum
Maximum
Amount of
Title of Each Class of
Amount To Be
Offering Price
Aggregate
Registration
Securities To Be Registered

Registered

Per Unit

Offering Price

Fee(1)(2)
4.25% Convertible Senior Notes
due 2045

$625,000,000

80.0%
$500,000,000(2)
$58,100(2)
Common Stock, par value $0.003
per share

(2)

--

--(2)

--(3)

(1)
The filing fee is calculated and being paid in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"),
and relates to the registration statement on Form S-3 (File No. 333-181190) filed by Cheniere Energy, Inc. on May 7, 2012.

(2)
Includes an indeterminate number of shares of common stock issuable upon conversion of the 4.25% Convertible Senior Notes due 2045 at
the initial conversion price of approximately $138.38 per share of common stock. Pursuant to Rule 416 under the Securities Act, such
number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in
connection with a stock split, stock dividend, recapitalization or similar event.

(3)
Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of common stock issuable upon
conversion of the 4.25% Convertible Senior Notes due 2045 because no additional consideration will be received in connection with the
exercise of the conversion privilege.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 7, 2012)

Cheniere Energy, Inc.
$625,000,000
4.25% Convertible Senior Notes due 2045


We are offering $625,000,000 aggregate principal amount at maturity of our 4.25% Convertible Senior Notes due 2045, or the notes. The notes bear interest at a rate
of 4.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The notes will mature on March 15,
2045.
Holders may convert their notes into shares of our common stock, at their option, prior to the close of business on the business day immediately preceding
December 15, 2044 only under the following circumstances: (1) during any fiscal quarter commencing after June 30, 2015, if the daily VWAP of our common stock, for at
least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter
is greater than or equal to 130% of the applicable conversion price of the notes in effect on each applicable trading day; (2) during the five consecutive business-day
period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of notes for each trading day of such period was less than
98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day; (3) upon our election to terminate
conversion rights for such notes; (4) if we call the notes for redemption; or (5) upon the occurrence of specified corporate events. On or after December 15, 2044 until the
close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes into shares of our common stock at any
time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash
and shares of our common stock, at our election, as described in this prospectus supplement.
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount at maturity of the notes (equivalent to an initial conversion
price of approximately $138.38 per share of common stock), subject to adjustment as described in this prospectus supplement. Following certain corporate transactions
that occur on or prior to March 15, 2020 or the occurrence of a conversion termination date on or prior to March 15, 2020, we will, in certain circumstances, increase the
conversion rate for a holder that converts its notes in connection with such corporate transaction or termination of conversion rights.
We have the right, at our option, at any time after March 15, 2020, to redeem the notes at a redemption price payable in cash equal to the accreted amount of the
notes to be redeemed (as set forth under the caption "Description of the Notes -- Optional Redemption" in this prospectus supplement), plus accrued and unpaid interest,
if any, to, but excluding, such redemption date.
The holders have the right, at their option, to require us to purchase the notes following a fundamental change (as defined under the caption "Description of the Notes
-- Purchase Rights of Holders -- Fundamental Change Permits Holders to Require Us to Purchase Notes" in this prospectus supplement) at a price equal to 100% of the
accreted amount of the notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.
We may elect during a 30 consecutive trading day period to terminate the right of holders to convert all or part of their notes if the daily VWAP of our common
stock is greater than or equal to 130% of the conversion price for at least 20 trading days during such 30 consecutive trading day period. If we elect to terminate the
conversion rights of all or part of the notes on or prior to March 15, 2020, the conversion rate for any notes converted in connection with such termination of conversion
rights will be increased as set forth under "Description of the Notes -- Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental
Change or Termination of Conversion Rights."
There is no public market for the notes, and we do not intend to apply to list the notes on any securities exchange or for inclusion of the notes on any automated
dealer quotation system. Our common stock is listed on the NYSE MKT under the symbol "LNG." The last reported sale price of our common stock on the NYSE MKT
on March 2, 2015 was $80.11 per share.
We have retained Lazard Frères & Co. LLC as the placement agent for this offering. The placement agent is not purchasing or selling any of the notes offered hereby
and it has agreed to use its reasonable best efforts to arrange for the sale of the notes.


Investing in our notes involves risks, including those described under "Risk Factors" beginning on page S-7 of
this prospectus supplement.



Per Note
Total

Public offering price (1)


80.00%
$500,000,000
Placement agent fees as a percentage of public offering price


0.60%
$
3,000,000
Proceeds, before expenses, to us (1)


79.52%
$497,000,000

(1) Plus accrued interest from March 9, 2015, if settlement occurs after that date.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company on or about March 9, 2015. The delivery of
notes with respect to each investor is not conditioned upon the purchase of notes by any other investors. If one or more investors fail to fund the purchase price of their
notes, we intend to proceed with delivery on March 9, 2015 of the aggregate principal amount of notes for which the purchase price has been received.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


Lazard Frères & Co. LLC


The date of this prospectus supplement is March 3, 2015.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
DEFINITIONS
S-
iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-
iii
WHERE YOU CAN FIND MORE INFORMATION
S-
iv
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
COMPANY INFORMATION
S-1
SUMMARY OF THE OFFERING
S-1
RATIO OF EARNINGS TO FIXED CHARGES
S-6
RISK FACTORS
S-7
USE OF PROCEEDS
S-
17
DESCRIPTION OF THE NOTES
S-
18
DESCRIPTION OF OUR CAPITAL STOCK
S-
53
DESCRIPTION OF OTHER CONVERTIBLE NOTES
S-
56
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-
60
PLAN OF DISTRIBUTION
S-
69
LEGAL MATTERS
S-
70
EXPERTS
S-
70
PROSPECTUS

ABOUT THIS PROSPECTUS
i
INCORPORATION BY REFERENCE
ii
WHERE YOU CAN FIND MORE INFORMATION
iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
iii
CHENIERE ENERGY, INC.
1
RISK FACTORS
1
USE OF PROCEEDS
1
RATIO OF EARNINGS TO FIXED CHARGES
1
DESCRIPTION OF CAPITAL STOCK
2
DESCRIPTION OF DEBT SECURITIES
7
DESCRIPTION OF WARRANTS
17
DESCRIPTION OF RIGHTS
18
DESCRIPTION OF UNITS
19
PLAN OF DISTRIBUTION
19
LEGAL MATTERS
20
EXPERTS
21
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering. Generally, when
we refer to the "prospectus," we are referring to both parts combined. If information in this prospectus supplement conflicts with information in
the accompanying base prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanying
base prospectus and any free writing prospectus filed with the Securities and Exchange Commission, or the SEC. We have not authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not

S-i
Table of Contents
rely on it. We are not making an offer of the securities covered by this prospectus supplement in any state where the offer is not permitted.
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any free writing
prospectus relating to this offering of notes and any document incorporated by reference is accurate only as of the date on the front cover
of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
The information in this prospectus supplement is not complete. You should carefully read this prospectus supplement and the accompanying
base prospectus, including the information incorporated by reference herein and therein, before you invest, as these documents contain information
you should consider when making your investment decision.

S-ii
Table of Contents
DEFINITIONS
In this prospectus supplement, unless the context otherwise requires:

·
Liquefaction means the process by which natural gas is supercooled to a temperature of -260 degrees Fahrenheit, transforming

the gas into a liquid 1/600th of the volume of its gaseous state;

·
LNG means liquefied natural gas, a product of natural gas consisting primarily of methane (CH4) that is in liquid form at near

atmospheric pressure;

·
Regasification means the process by which, in receiving terminals (either onshore or aboard specialized LNG carriers), the LNG

is returned to its gaseous state, or regasified; and


·
Train means a compressor train used in the industrial process to convert natural gas into LNG.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying base prospectus and the documents incorporated herein and therein contain certain
statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other
than statements of historical facts, included in or incorporated by reference in this prospectus supplement or the accompanying base prospectus are
"forward-looking statements." Included among "forward-looking statements" are, among other things:

·
statements that we expect to commence or complete construction of our proposed LNG terminals, liquefaction facilities,

pipeline facilities or other projects, or any expansions thereof, by certain dates, or at all;

·
statements regarding future levels of domestic and international natural gas production, supply or consumption or future levels
of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the

source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or
other hydrocarbon products;

·
statements regarding any financing transactions or arrangements, including the amounts or timing thereof, or ability to enter into

such transactions;

·
statements relating to the construction of our Trains, including statements concerning the engagement of any engineering,

procurement and construction ("EPC") contractor or other contractor and the anticipated terms and provisions of any agreement
with any EPC or other contractor, and anticipated costs related thereto;

·
statements regarding any agreement to be entered into or performed substantially in the future, including any revenues

anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total LNG regasification,
liquefaction or storage capacities that are, or may become, subject to contracts;


·
statements regarding counterparties to our commercial contracts, construction contracts and other contracts;


·
statements regarding our planned construction of additional Trains, including the financing of such Trains;


·
statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;

·
statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts,

projections, or objectives, including anticipated revenues and capital expenditures, any or all of which are subject to change;

http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
S-iii
Table of Contents
·
statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements,

permits, applications, filings, investigations, proceedings or decisions;


·
statements regarding our anticipated LNG and natural gas marketing activities; and


·
any other statements that relate to non-historical or future information.
In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "should," "expect," "plan,"
"project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "continue," the negative of such terms or other
comparable terminology. The forward-looking statements contained in this prospectus supplement, the accompanying base prospectus and the
documents incorporated by reference herein and therein are largely based on our expectations, which reflect estimates and assumptions made by
our management. These estimates and assumptions reflect our best judgment based on market conditions and other factors known at the time such
statements were made. Although we believe that such estimates are reasonable, they are inherently uncertain and involve a number of risks and
uncertainties beyond our control. In addition, assumptions may prove to be inaccurate. We caution that the forward-looking statements contained
or incorporated by reference in this prospectus supplement and the accompanying base prospectus are not guarantees of future performance and that
such statements may not be realized or the forward-looking statements or events may not occur. Actual results may differ materially from those
anticipated or implied in forward-looking statements due to factors described in this prospectus supplement, the accompanying base prospectus and
in the documents incorporated by reference herein and therein. These forward-looking statements speak only as of the date made, and other than as
required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors,
including those discussed under "Risk Factors" in this prospectus supplement, the accompanying base prospectus and the documents incorporated
herein and therein, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2014. All forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors. Other than as required
under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may
differ.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the Securities Act that registers the offer and sale of the securities offered by
this prospectus supplement. The registration statement, including the exhibits attached thereto, contains additional relevant information about us.
The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and
the accompanying base prospectus.
We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act. You may
read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the
public through the SEC's website at http://www.sec.gov.
General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.cheniere.com as soon
as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus
supplement or the accompanying base prospectus and is not a part of this prospectus supplement or the accompanying base prospectus.

S-iv
Table of Contents
The SEC allows us to "incorporate by reference" certain information that we file with the SEC, which means that we can disclose
information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus supplement
and the accompanying base prospectus, and information that we file later with the SEC will automatically update and take the place of this
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
information. We are incorporating by reference in this prospectus supplement the following documents filed with the SEC under the Exchange Act
(other than any portions of the respective filings that were furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other applicable SEC
rules):


·
our Annual Report on Form 10-K for the year ended December 31, 2014; and


·
our Current Reports on Form 8-K, as filed with the SEC on January 16, 2015 and March 2, 2015.
All documents that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement and until our offering hereunder is completed will be deemed to be incorporated by reference into this prospectus supplement and will
be a part of this prospectus supplement from the date of the filing of the document. Any statement contained in a document incorporated or deemed
to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed documents that also is or is
deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement that is modified or
superseded will not constitute a part of this prospectus supplement, except as modified or superseded.
We will provide each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all information that
has been incorporated by reference in the prospectus but not delivered with the prospectus, upon written or oral request and at no cost. Requests
should be made by writing or telephoning us at the following address or phone number, as applicable:
Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, Texas 77002
(713) 375-5000
Attn: Investor Relations

S-v
Table of Contents
COMPANY INFORMATION
We are incorporated under the laws of the state of Delaware. Our principal executive offices are located at 700 Milam Street, Suite
1900, Houston, Texas 77002, and our telephone number at that address is (713) 375-5000.
SUMMARY OF THE OFFERING
The following is a brief summary of the terms of this offering and the notes. We provide the following summary solely for your
convenience. This summary is not a complete description of this offering or the notes. You should read the full text and more specific details
contained elsewhere in this prospectus supplement. With respect to the discussion of the terms of the notes on the cover page, in this section
and in the section entitled "Description of the Notes," the words "Cheniere," "we," "our," "us" and "the company" refer only to Cheniere
Energy, Inc. and not to any of its subsidiaries. For a more detailed description of the notes, see "Description of the Notes" in this prospectus
supplement. Unless otherwise indicated, when we refer to the principal amount of the notes, we are referring to $1,000 principal amount at
maturity of the notes (and not the accreted amount of the notes on any particular date) and when we refer to the conversion price per $1,000
principal amount of notes, we are referring to $1,000 principal amount of the notes at maturity (and not the accreted amount of the notes on
any particular date) divided by the applicable conversion rate.

Issuer
Cheniere Energy, Inc., a Delaware corporation.

Notes Offered
$625,000,000 aggregate principal amount of 4.25% Convertible Senior Notes due 2045.

Maturity Date
March 15, 2045, unless earlier purchased or redeemed by us or converted.

Interest Rate
4.25% per year. Interest will accrue from the date of issuance or from the most recent
date to which interest has been paid or duly provided for, and will be payable
semiannually in arrears on March 15 and September 15 of each year, beginning on
September 15, 2015.
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5

Ranking
The notes will be our senior unsecured obligations and will rank:

· senior in right of payment to any of our future indebtedness that is expressly

subordinated in right of payment to the notes;

· equal in right of payment to our existing and future unsecured indebtedness that is

not so subordinated; and

· effectively subordinated in right of payment to any of our existing and future

secured indebtedness, to the extent of the value of the assets securing such
indebtedness.

In addition, the notes will be structurally subordinated to all existing and future
indebtedness (including trade payables) of our subsidiaries, as well as to any of our

existing or future indebtedness that may be guaranteed by any of our subsidiaries (to the
extent of any such guarantee).


S-1
Table of Contents
As of December 31, 2014, we had no secured indebtedness outstanding and our
subsidiaries had $9,243 million of outstanding indebtedness and other liabilities (before
discounts and premiums); this amount does not take into account $2.0 billion aggregate
principal amount of senior secured notes issued by Sabine Pass Liquefaction, LLC on

March 3, 2015. As of December 31, 2014, our total consolidated indebtedness was
$9,990 million (before discounts and premiums). The indenture does not limit the
amount of debt that may be issued by us or our subsidiaries under the indenture or
otherwise.

Use of Proceeds
We estimate that the net proceeds from this offering, after deducting estimated fees and
estimated offering expenses payable by us, will be approximately $495.7 million. We
intend to use the net proceeds for general corporate purposes.

The delivery of notes with respect to each investor is not conditioned upon the purchase
of notes by any other investors. If one or more investors fail to fund the purchase price

of their notes, we intend to proceed with delivery of the aggregate principal amount of
notes for which the purchase price has been received.

Conversion Rights
Holders may convert their notes at their option prior to the close of business on the
business day immediately preceding December 15, 2044, but only under the following
circumstances:

· during any fiscal quarter commencing after June 30, 2015 (and only during such
fiscal quarter), if the daily VWAP (as defined herein) of our common stock for at
least 20 trading days (whether or not consecutive) during the period of 30

consecutive trading days ending on the last trading day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the applicable
conversion price on each applicable trading day;

· during the five consecutive business-day period after any five consecutive trading-
day period (the "measurement period") in which the trading price (as defined
herein) per $1,000 principal amount of notes for each trading day of such

measurement period was less than 98% of the product of the last reported sale
price of our common stock and the applicable conversion rate on each such trading
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
day;

· if we have elected to terminate the conversion rights for such notes as described

under "Description of the Notes -- Conversion Rights -- Termination of
Conversion Rights";

· if those notes have been called for redemption as described under "Description of

the Notes -- Conversion Rights -- Conversion Upon Notice of Redemption"; or


S-2
Table of Contents
· upon the occurrence of specified corporate events described under "Description of

the Notes -- Conversion Rights -- Conversion Upon Specified Corporate Events."

On or after December 15, 2044 until the close of business on the second scheduled

trading day immediately preceding the maturity date, holders may convert their notes at
any time, regardless of the foregoing circumstances.

The conversion rate will initially equal 7.2265 shares of common stock per $1,000
principal amount of notes (equivalent to an initial conversion price of approximately

$138.38 per share of common stock), subject to adjustment as described in this
prospectus supplement.

In addition, following the occurrence of a make-whole fundamental change (as defined
herein) on or prior to March 15, 2020 or the occurrence of a conversion termination date
on or prior to March 15, 2020, we will, in certain circumstances, increase the conversion
rate for a holder that converts its notes in connection with such make-whole
fundamental change or such termination of conversion rights. See "Description of the
Notes -- Adjustment to Conversion Rate Upon Conversion in Connection with a Make-

Whole Fundamental Change or Termination of Conversion Rights." You will not receive
any additional cash payment representing accrued and unpaid interest, if any, upon
conversion of a note, except in limited circumstances. Instead, interest will be deemed to
be paid by the cash, shares of our common stock or a combination of cash and shares of
our common stock paid or delivered, as the case may be, to you upon conversion of a
note. See "Description of the Notes -- Conversion Rights -- General."

Settlement Upon Conversion
We may elect to deliver to holders in full satisfaction of our conversion obligation:

· solely shares of our common stock, together with cash in lieu of fractional shares,

which we refer to as a "physical settlement";

· solely cash without any delivery of shares of our common stock, which we refer to

as a "cash settlement"; or

· a combination of cash and shares of our common stock, together with cash in lieu

of fractional shares, which we refer to as a "combination settlement."

The amount of cash, if we elect cash settlement, or the amount of cash and the number
of shares of our common stock, if any, if we elect a combination settlement, will be
based on a daily conversion value (as defined herein) for each of the 25 consecutive

trading days (or, in the event of a conversion of notes in connection with a redemption
of such notes, for each of the 15 consecutive trading days) during the cash settlement
averaging period (as defined herein).

http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5

S-3
Table of Contents
We will from time to time make an election with respect to the settlement method,
which election shall be effective until we provide notice of an election of a different
settlement method. We initially elect combination settlement and a specified dollar
amount (as defined herein) of $1,000. If we choose to elect a different settlement method
in the future, we will provide to all holders of the notes, the trustee and the conversion
agent a notice of the newly chosen settlement method and the effective date of such
newly chosen method. We may not change a settlement method after the 30th scheduled

trading day preceding the maturity date or, with respect to notes converted in
connection with a redemption or a termination of conversion rights, after we have
provided a notice of redemption of the notes or conversion rights termination notice, as
applicable. Prior to the 30th scheduled trading day preceding the maturity date of the
notes, we will have the right to irrevocably elect combination settlement with a specified
dollar amount of $1,000. Following such irrevocable election, we will not have the right
to change the settlement method. See "Description of the Notes -- Conversion Rights --
Settlement Upon Conversion."

Sinking Fund
None.

Termination of Conversion Rights
We may elect during a 30 consecutive trading day period to terminate the right of
holders to convert all or part of their notes if the daily VWAP of our Common Stock is
greater than or equal to 130% of the conversion price for at least 20 trading days during
such 30 consecutive trading day period. If we elect to terminate the conversion rights of
all or part of the notes on or prior to March 15, 2020, the conversion rate for any notes
converted in connection with such termination of conversion rights will be increased as
set forth under "Description of the Notes -- Adjustment to Conversion Rate Upon
Conversion in Connection with a Make-Whole Fundamental Change or Termination of
Conversion Rights."

Optional Redemption
After March 15, 2020, we may, at our option, redeem all or part of the notes at a
redemption price equal to the accreted amount of the notes to be redeemed, plus accrued
but unpaid interest, if any, to but excluding the redemption date.

Fundamental Change
If we undergo a "fundamental change" (as defined under "Description of the Notes --
Purchase Rights of Holders -- Fundamental Change Permits Holders to Require Us to
Purchase Notes"), you may require us to purchase for cash all or part of your notes. The
fundamental change purchase price will equal 100% of the accreted amount of the notes
to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the
fundamental change purchase date.

Events of Default
Except as described under "Description of the Notes -- Events of Default," if an event
of default with respect to the notes occurs, holders may, upon satisfaction of certain
conditions, accelerate the accreted principal amount of the notes plus accrued and unpaid


S-4
Table of Contents
interest. In addition, the accreted principal amount of the notes plus accrued and unpaid

interest will automatically become due and payable in the case of certain types of
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


424B5
bankruptcy or insolvency events of default involving us.

Book-Entry Form
The notes will be issued in book-entry form and will be represented by one or more
permanent global certificates deposited with, or on behalf of, The Depository Trust
Company ("DTC") and registered in the name of a nominee of DTC. Beneficial interests
in any of the notes will be shown on, and transfers will be effected only through, records
maintained by DTC or its nominee and any such interest may not be exchanged for
certificated securities, except in limited circumstances.

No Prior Market
The notes are a new issue of securities and there is no existing market for the notes, and
we do not intend to list the notes on any national securities exchange. Our common
stock is listed on NYSE MKT, LLC ("NYSE MKT") under the symbol "LNG." If no
active trading market for the notes develops, you may not be able to resell your notes at
their fair market value or at all. Future trading prices of the notes will depend on many
factors, including the market price of our common stock, prevailing interest rates, our
operating results and the market for similar securities.

Certain U.S. Federal Income Tax Consequences
For a discussion of certain U.S. federal income tax consequences relating to the
purchase, ownership and disposition of the notes and the shares of our common stock
into which the notes are convertible, see "Certain U.S. Federal Income Tax
Consequences."

Original Issue Discount
The notes may be issued with original issue discount ("OID") for U.S. federal income
tax purposes. If the notes are issued with OID, U.S. holders, whether on the cash or
accrual method of tax accounting, will be required to include any amounts representing
OID in gross income (as ordinary income) on a constant yield to maturity basis for U.S.
federal income tax purposes in advance of the receipt of cash payments to which such
income is attributable. For further discussion, see "Certain U.S. Federal Income Tax
Consequences."

Trustee, Paying Agent and Conversion Agent
The Bank of New York Mellon.

Risk Factors
See "Risk Factors" beginning on page S-7 for a discussion of factors that should be
considered before investing in the notes.


S-5
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The table below provides our ratio of earnings to fixed charges for each of the years ended December 31, 2014, 2013, 2012, 2011
and 2010. We have derived these ratios from our historical consolidated financial statements. The following should be read in conjunction
with our consolidated financial statements, including the notes thereto, and the other financial information included or incorporated by
reference herein.



Year ended December 31,



2014

2013

2012

2011
2010
Ratio of Earnings to Fixed Charges

-- (1)
-- (1)
-- (1)
1.24x
1.42x

(1)
For the years ended December 31, 2014, 2013 and 2012, earnings were not adequate to cover fixed charges by $673.7 million, $556.2 million and $105.3

million, respectively.
In calculating the foregoing ratios, "earnings" represent the aggregate of (a) pre-tax income from continuing operations before
adjustment for income or loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of equity
investees and (e) our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges, net of
http://www.sec.gov/Archives/edgar/data/3570/000119312515079028/d882975d424b5.htm[3/6/2015 11:34:35 AM]


Document Outline