New Fortress Energy Files 8-K

TL;DR

NFE filed an 8-K on Oct 1st covering material agreements, equity sales, and financials.

AI Summary

New Fortress Energy Inc. filed an 8-K on October 1, 2024, reporting an entry into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in New York, NY.

Why It Matters

This 8-K filing indicates significant corporate actions and financial reporting by New Fortress Energy Inc., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — This filing is a standard corporate disclosure and does not inherently present new risks.

Key Numbers

• 001-38790 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-1482060 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• New Fortress Energy Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• New York, NY (location) — Address of Principal Executive Offices
• 111 W. 19th Street, 8th Floor (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share "NFE" NASDAQ Global Select
• $1.2 billion — olders (the "New Notes Transaction") of $1.2 billion aggregate principal amount of 12.000% s
• $1.4 billion — lation by the Company, of approximately $1.4 billion aggregate principal amount of Existing
• $250.0 million — roceeds to the Company of not less than $250.0 million (the "Equity Raise"), (b) the effective
• $1,000 — 01 per share and liquidation preference $1,000 per share (the "Series A Preferred Stoc
• $47.43 — s of Class A common stock at a price of $47.43 per share. As described under "Series B
• $9.9645 — s of Class A common stock at a price of $9.9645 per share. We do not intend to pay di
• $7.8 billion — of June 30, 2024, we had approximately $7.8 billion aggregate principal amount of indebtedn

Filing Documents

• nfe-20241001.htm (8-K) — 77KB
• 0001749723-24-000085.txt ( ) — 212KB
• nfe-20241001.xsd (EX-101.SCH) — 2KB
• nfe-20241001_lab.xml (EX-101.LAB) — 21KB
• nfe-20241001_pre.xml (EX-101.PRE) — 12KB
• nfe-20241001_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Transaction Support Agreement On September 30, 2024, New Fortress Energy Inc. (the "Company," "we," "us" and "our") entered into a Transaction Support Agreement (the "Transaction Support Agreement") with certain holders of the Company's existing 6.750% Senior Notes due 2025 (the "Existing 2025 Notes"), the Company's existing 6.500% Senior Notes due 2026 (the "Existing 2026 Notes") and the Company's existing 8.75% Senior Secured Notes due 2029 (the "Existing 2029 Notes," and together with the Existing 2025 Notes and the Existing 2026 Notes, the "Existing Notes"). The Transaction Support Agreement relates to a series of transactions (the "Transactions"), among the Company, certain of the Company's direct and indirect subsidiaries and the Supporting Holders, intended to extend the maturity profile of the Company's indebtedness while providing additional operating liquidity and financial flexibility. These Transactions include: (a) redeeming in full the Existing 2025 Notes with a portion of the net proceeds from the issuance and sale to the Supporting Holders (the "New Notes Transaction") of $1.2 billion aggregate principal amount of 12.000% senior secured notes due 2029 (the "New Notes") to be issued by a newly-formed, wholly-owned indirect subsidiary of the Company (the "Subsidiary Issuer") and (b) the exchange (the "Private Exchange Transaction") by the Supporting Holders, and subsequent cancellation by the Company, of approximately $1.4 billion aggregate principal amount of Existing 2026 Notes and Existing 2029 Notes on a dollar-for-dollar basis for additional New Notes. The Company intends to use any remaining net cash proceeds from the consummation of the Transactions for general corporate purposes. The Transactions will be consummated on the terms set forth in definitive documentation in form and substance satisfactory to the Company and the Supporting Holders holding a majority in principal amount of ea

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information included in Item 1.01 is incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. Series B Convertible Preferred Stock On or about October 1, 2024, the Company expects to issue shares of its 4.8% Series B Convertible Preferred Stock (the "Series B Convertible Preferred Stock") as previously disclosed on its Current Report on Form 8-K filed on September 27, 2024. Compliance with Financial Covenants As previously disclosed, on August 31, 2024, the Company entered into the fourth amendment to its uncommitted letter of credit and reimbursement agreement (the "Fourth Amendment"), the first amendment to its term loan A credit agreement (the "First Amendment"), and the eighth amendment (the "Eighth Amendment"; and collectively with the Fourth Amendment and the First Amendment, the "Amendments") to its revolving credit agreement (the "Revolving Credit Agreement"). On September 30, 2024, the Company amended and restated each of the Amendments (each such amendment and restatement, an "Amended and Restated Amendment"; the revolving credit facility, the term loan A facility, and the letter of credit facility, as amended by the respective Amended and Restated Amendments, the "Revolving Credit Facility," the "Term Loan A Facility" and the "Letter of Credit Facility" and collectively, the "Amended Agreements"). The Company expects that it will be in compliance with the financial covenants that were not suspended as part of the Amended Agreements through the end of the fiscal year ending December 31, 2025. The Company's expectations regarding its covenant compliance is based, in part, on its ability to complete anticipated sales of certain assets, the receipt of certain payments related to cost savings recognized by PREPA, revenues from the commencement of operations in Brazil and Nicaragua and revenues from certain contracts expected to be received in future periods, as well as the achievement of certain expected cost savings and a reduction in SG&A. The Company's ability to remain in compliance is subject to a number of risks

Risk Factors

Risk Factors Risks Related to Our Business Failure to obtain and maintain permits, approvals and authorizations from governmental and regulatory agencies and third parties on favorable terms could impede operations and construction. The design, construction and operation of our infrastructure, facilities and businesses, including our FSRUs, FLNG units and LNG carriers, the import and export of LNG, exploration and development activities, and the transportation of natural gas, among others, are highly regulated activities at the national, state and local levels and are subject to various approvals and permits. The process to obtain the permits, approvals and authorizations we need to conduct our business, and the interpretations of those rules, is complex, time-consuming, challenging and varies in each jurisdiction in which we operate. We may be unable to obtain such approvals on terms that are satisfactory for our operations and on a timeline that meets our commercial obligations. Many of these permits, approvals and authorizations require public notice and comment before they can be issued, which can lead to delays to respond to such comments, and even potentially to revise the permit application. Jurisdiction-specific employment, labor, and subcontracting laws may also affect contracting strategies and impact construction and operations. We may also be (and have been in select circumstances) subject to local opposition, including citizens groups or non-governmental organizations such as environmental groups, which may create delays and challenges in our permitting process and may attract negative publicity, which may create an adverse impact on our reputation. In addition, such rules change frequently and are often subject to discretionary interpretations, including administrative and judicial challenges by regulators, all of which may make compliance more difficult and may increase the length of time it takes to receive regulatory approval for our operation

View Full Filing

View this 8-K filing on SEC EDGAR