New Fortress Energy Files 8-K on Equity Sales
Ticker: NFE · Form: 8-K · Filed: Sep 27, 2024 · CIK: 1749723
Sentiment: neutral
Topics: equity-sale, financial-reporting, sec-filing
TL;DR
NFE filed an 8-K for equity sales & financials on 9/23.
AI Summary
New Fortress Energy Inc. filed an 8-K on September 27, 2024, reporting on the unregistered sales of equity securities and financial statements. The filing pertains to events on September 23, 2024, and includes details about the company's principal executive offices in New York, NY.
Why It Matters
This filing provides transparency regarding the company's equity transactions and financial reporting, which is crucial for investors to assess the company's financial health and any potential dilution.
Risk Assessment
Risk Level: low — The filing is a routine disclosure of equity sales and financial statements, not indicating any immediate operational or financial distress.
Key Players & Entities
- New Fortress Energy Inc. (company) — Registrant
- September 23, 2024 (date) — Date of earliest event reported
- September 27, 2024 (date) — Date of Report
- 111 W. 19th Street, 8th Floor New York, NY 10011 (location) — Address of Principal Executive Offices
FAQ
What specific type of equity securities were sold in the unregistered sale?
The filing indicates 'Unregistered Sales of Equity Securities' as an item, but the specific details of the securities sold are not provided in the excerpt.
What is the purpose of filing financial statements and exhibits with this 8-K?
The filing lists 'Financial Statements and Exhibits' as an item, suggesting these documents are being provided to supplement the report, likely related to the equity sale or other material events.
When was New Fortress Energy Inc. incorporated?
New Fortress Energy Inc. was incorporated in Delaware, as stated in the filing.
What is the IRS Employer Identification Number for New Fortress Energy Inc.?
The IRS Employer Identification Number for New Fortress Energy Inc. is 83-1482060.
What is the SEC file number for New Fortress Energy Inc.?
The SEC file number for New Fortress Energy Inc. is 001-38790.
Filing Stats: 1,093 words · 4 min read · ~4 pages · Grade level 14.1 · Accepted 2024-09-27 16:34:34
Key Financial Figures
- $0.01 — stered Class A Common Stock, par value $0.01 per share "NFE" NASDAQ Global Select
- $1,000 — 01 per share and liquidation preference $1,000 per share (the "Series A Convertible Pr
- $9.9645 — ommon Stock"), at a conversion price of $9.9645 per share of Common Stock, subject to d
- $9.49 — 24 if such price per share is less than $9.49 per share, and certain customary anti-d
Filing Documents
- nfe-20240923.htm (8-K) — 29KB
- 0001749723-24-000080.txt ( ) — 151KB
- nfe-20240923.xsd (EX-101.SCH) — 2KB
- nfe-20240923_lab.xml (EX-101.LAB) — 21KB
- nfe-20240923_pre.xml (EX-101.PRE) — 12KB
- nfe-20240923_htm.xml (XML) — 3KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. In August 2024, pursuant to the terms of the Certificate of Designations (the "Series A Preferred Stock Certificate of Designations") of New Fortress Energy Inc. (the "Company") relating to the Company's 4.8% Series A Convertible Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share (the "Series A Convertible Preferred Stock"), the holders of the Company's Series A Convertible Preferred Stock received the right, upon majority consent of such holders and subject to the terms of the Series A Preferred Stock Certificate of Designations, to require the Company to repurchase the Series A Convertible Preferred Stock in full. On September 23, 2024, the Company entered into a definitive agreement (the "Exchange Agreement") with Ceiba Energy US LP ("Ceiba Energy"), pursuant to which the Company has agreed to issue to Ceiba Energy 96,746 shares of the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share (the "Series B Convertible Preferred Stock"), in exchange for all outstanding shares of the Company's Series A Preferred Stock, of which 86,746 are held by Ceiba Energy and 10,000 of which are held in an escrow account (the "Exchange"). The Exchange remains subject to various conditions to closing and the Company can make no assurance that the Exchange will be consummated (the "Closing"). Under the terms of the Exchange Agreement, 10,000 of the shares of Series B Convertible Preferred Stock will be issued upon Closing into an escrow account to satisfy potential indemnification claims arising under the Exchange Agreement and may be issued to Ceiba Energy during or upon expiration of certain indemnification periods or upon final resolution or determination of all indemnification claims. Each share of Series B Convertible Preferred Stock will be convertible by its holder at any time after Closing into shares of the Company'
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File - the cover page XBRL tags are 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: September 27, 2024 By: /s/ Christopher S. Guinta Name: Christopher S. Guinta Title: Chief Financial Officer