New Fortress Energy Announces Material Definitive Agreement

Ticker: NFE · Form: 8-K · Filed: Mar 25, 2024 · CIK: 1749723

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

Related Tickers: NFE

TL;DR

NFE signed a big deal, sold some stock, and changed some rules. Watch this space.

AI Summary

New Fortress Energy Inc. announced on March 19, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing also includes amendments to its articles of incorporation or bylaws and other events.

Why It Matters

This filing indicates significant corporate actions by New Fortress Energy, potentially impacting its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and modifications to security holder rights, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by New Fortress Energy?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or before March 19, 2024.

What type of equity securities were sold in the unregistered sale?

The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.

What specific modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders but does not elaborate on the specific changes.

Are there any amendments to New Fortress Energy's articles of incorporation or bylaws mentioned?

Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item information, but the specifics are not detailed in this excerpt.

What is the significance of the 'Other Events' item listed in the filing?

The 'Other Events' category suggests that New Fortress Energy is reporting events not covered by other standard 8-K items, but the specific events are not detailed here.

Filing Stats: 1,864 words · 7 min read · ~6 pages · Grade level 12.3 · Accepted 2024-03-25 16:41:07

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. In connection with the Exchange (as defined below), New Fortress Energy Inc. (the "Company") entered into a Registration Rights Agreement, dated as of March 19, 2024 (the "Registration Rights Agreement"), with Ceiba Energy Fundo de Investimento em Participaes Multiestratgia- Investimento no Exterior ("Ceiba Energy") requiring the Company to register the resale of the shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock") underlying the Company's 4.8% Series A Convertible Preferred Stock, par value $0.01 per share and liquidation preference of $1,000.00 per share (the "Series A Convertible Preferred Stock"), issued to Ceiba Energy in the Exchange. The Company is required to prepare and file a registration statement or an amendment or supplement to an existing registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable, but no later than the fifth Business Day following the Closing. The Company granted Ceiba Energy customary indemnification rights in connection with the Registration Rights Agreement.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On March 20, 2024, New Fortress Energy Inc. completed its previously disclosed transactions pursuant to the Share Exchange Agreement, dated as of December 22, 2023, by and among the Company, Ceiba Energy and Portocem Gerao de Energia S.A., a wholly-owned subsidiary of Ceiba Energy ("Portocem"), pursuant to which the Company issued to Ceiba Energy 96,746 shares of its Series A Convertible Preferred Stock, and assumed certain of Portocem's existing indebtedness in exchange for all outstanding equity interests in Portocem, the owner of a 1.6 GW, 15-year contracted power asset in Brazil (the "Exchange"). The Company issued the Series A Convertible Preferred Stock in reliance upon the exemption from registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof. The Company relied upon representations, warranties, certifications and agreements of Ceiba Energy in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act. The information about the Series A Convertible Preferred Stock set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. On March 20, 2024, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to designate 96,746 shares of the Series A Convertible Preferred Stock, representing approximately $96.7 million aggregate liquidation preference, with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on March 20, 2024. The Certificate of Designations provides that the Company will pay, when, as and if declared by the Company's board of directors, out of funds legally available for the payment of dividends, quarterly cumulative cash dividends at an annual rate of 4.8% (the "Dividend Rate") of the liquidation preference of $1,000 per share of Series A Convertible Preferred Stock, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on June 30, 2024. In the event the Company fails to pay the full cumulative dividends payable on a dividend payment date, the rate at which dividends accumulate will increase to the Dividend Rate plus 2.0%, until such date as the Company has paid all previously accrued but unpaid dividends. The Series A Convertible Preferred Stock ranks senior to the Company's Common Stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. Subject to certain exceptions, so long as any share of Series A Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of the Company's Common Stock (as defined below) or any other class or series of stock ranking junior to the Series A Convertible Preferred Stock, and no Common Stock or any other class or series of stock ranking junior to the Series A Convertible Preferred Stock will be purchased, redeemed or otherwise acquired for

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01. Other Events

Item 8.01. Other Events. On March 20, 2024, the Company issued a press release announcing the closing of the Exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designations of New Fortress Energy Inc., designating the Company's 4.8% Series A Convertible Preferred Stock, par value $0.01 per share. 99.1 Press release announcing the closing of the Exchange, dated March 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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, hereunto duly authorized. NEW FORTRESS ENERGY INC. Date:March 25, 2024 By: /s/ Christopher S. Guinta Name: Christopher S. Guinta Title: Chief Financial Officer

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