New Fortress Energy INC. 8-K Filing

Ticker: NFE · Form: 8-K · Filed: Oct 2, 2024 · CIK: 1749723

New Fortress Energy INC. 8-K Filing Summary
FieldDetail
CompanyNew Fortress Energy INC. (NFE)
Form Type8-K
Filed DateOct 2, 2024
Pages8
Reading Time9 min
Key Dollar Amounts$0.01, $8.63, $387.25 million, $1,000.00, $96.7 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by New Fortress Energy INC. (ticker: NFE) to the SEC on Oct 2, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $0.01 (stered Class A Common Stock, par value $0.01 per share "NFE" NASDAQ Global Select); $8.63 (), at a purchase price to the public of $8.63 per share, less underwriting discounts); $387.25 million (able by the Company, were approximately $387.25 million. The Common Stock was offered and sol); $1,000.00 (per share and liquidation preference of $1,000.00 per share (the "Series B Convertible Pr); $96.7 million (erred Stock, representing approximately $96.7 million aggregate liquidation preference, with).

How long is this filing?

New Fortress Energy INC.'s 8-K filing is 8 pages with approximately 2,315 words. Estimated reading time is 9 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 2,315 words · 9 min read · ~8 pages · Grade level 12.3 · Accepted 2024-10-02 16:29:40

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Underwriting Agreement On October 1, 2024, New Fortress Energy Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC as representative of the several underwriters listed in Schedule A thereto (the "Underwriters"), providing for the issuance and sale by the Company of 46,349,942 shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock"), at a purchase price to the public of $8.63 per share, less underwriting discounts and commissions, in a registered public offering (the "Offering").Wesley R. Edens, chairman of the Company's board of directors, the Chief Executive Officer and shareholder of the Company, has agreed to purchase 5,793,742 shares in the Offering at the public offering price per share and on the same terms as the other purchasers in the Offering. The Offering closed on October 2, 2024. The net proceeds to the Company, after deducting Underwriters' discounts and commissions and the estimated offering expenses payable by the Company, were approximately $387.25 million. The Common Stock was offered and sold pursuant to a final prospectus supplement, dated October 1, 2024 and a base prospectus relating to the Company's effective shelf registration statement on Form S-3 (File Number 333-277611), dated March 1, 2024. The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the Common Stock and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On October 1, 2024, the Company completed its previously disclosed transactions pursuant to the Exchange Agreement, dated as of September 23, 2024, by and between the Company and Ceiba Energy, pursuant to which the Company issued to Ceiba Energy 96,746 shares of its Series B Convertible Preferred Stock in exchange for Ceiba Energy's 96,746 shares of 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 "Exchange"). The Company issued the Series B 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 3(a)(9) thereof. The Company relied upon representations, warranties, certifications and agreements of Ceiba Energy in support of the satisfaction of the conditions contained in Section 3(a)(9) of the Securities Act. The information about the Series B 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 October 1, 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 B 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 October 1, 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 B Convertible Preferred Stock, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on December 31, 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 immediately increase to the Dividend Rate plus 5.0%, until such date as the Company has paid all previously accrued but unpaid dividends. The Series B Convertible Preferred Stock ranks senior to the 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 B Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of the Common Stock or any other class or series of stock ranking junior to the Series B Convertible Preferred Stock, and no Common Stock or any other class or series of stock ranking junior to the Series B Convertible Preferred Stock will be purchased, redeemed or otherwise acquired for consideration by the

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. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated October 1, 2024, among the Company and Morgan Stanley & Co. LLC, as representative of the underwriters named therein. 3.1 Certificate of Designations of New Fortress Energy Inc., designating the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share. 4.1 Registration Rights Agreement, dated as of October 1, 2024, by and between New Fortress Energy Inc. and Ceiba Energy US LP. 5.1 Opinion of Skadden, Arps, Slate, Meagher and Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher and Flom LLP (included in Exhibit 5.1). 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: October 2, 2024 By: /s/ Christopher S. Guinta Name: Christopher S. Guinta Title: Chief Financial Officer

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