New Fortress Energy Enters Material Definitive Agreement

TL;DR

NFE just signed a big deal, could mean new debt or obligations.

AI Summary

New Fortress Energy Inc. entered into a material definitive agreement on November 21, 2024. This agreement involves a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes other events and financial statements.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for New Fortress Energy, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial risks or obligations that may not be immediately apparent.

Key Players & Entities

• New Fortress Energy Inc. (company) — Registrant
• November 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share "NFE" NASDAQ Global Select
• $1.2 billion — pporting Holders for cash approximately $1.2 billion aggregate principal amount of New Notes
• $1.5 billion — th the Supporting Holders approximately $1.5 billion aggregate principal amount of New Notes
• $990 million — l amount of New Notes for approximately $990 million Existing 2026 Notes and approximately $
• $514 million — n Existing 2026 Notes and approximately $514 million Existing 2029 Notes. On the Exchange Cl
• $2.5 million — Financing agreed to issue approximately $2.5 million aggregate principal amount of New Notes
• $1.207 billion — ent, NFE Financing issued approximately $1.207 billion aggregate principal amount of its 12.00
• $100 million — n the New Notes Indenture, if more than $100 million aggregate principal amount of such othe
• $887 million — 6, 2024, the Company used approximately $887 million of the net proceeds from the New Notes
• $875.0 million — Credit Agreement, to redeem in full the $875.0 million outstanding aggregate principal amount
• $325 million — the form of a dividend of approximately $325 million. The New Notes and the guarantee of t
• $970 million — raw term loan facility of approximately $970 million (the "Brazil Parent Term Loan Facility,
• $100,000,000 — d ULCA (as defined below), if more than $100,000,000 in aggregate principal amount of such i
• $875 million — vember 22, 2024, Brazil Parent borrowed $875 million of Brazil Parent Term Loans, the procee
• $900,000,000 — e consenting lenders hold approximately $900,000,000 of the total revolving commitments. O

Filing Documents

• nfe-20241121.htm (8-K) — 65KB
• 0001749723-24-000122.txt ( ) — 195KB
• nfe-20241121.xsd (EX-101.SCH) — 2KB
• nfe-20241121_lab.xml (EX-101.LAB) — 21KB
• nfe-20241121_pre.xml (EX-101.PRE) — 12KB
• nfe-20241121_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2024, New Fortress Energy Inc. (the "Company") entered into a Transaction Support Agreement (the "TSA") with certain holders (the "Supporting Holders") of the Company's outstanding 6.500% Senior Secured Notes due 2026 (the "Existing 2026 Notes") and 8.750% Senior Secured Notes due 2029 (the "Existing 2029 Notes"), which was previously disclosed in the Company's Current Report on Form 8-K filed on October 1, 2024. On November 6, 2024, the Company entered into privately negotiated exchange and subscription agreements (collectively, the "Exchange and Subscription Agreement") with NFE Financing LLC, an indirect subsidiary of the Company ("NFE Financing"), Bradford County Real Estate Partners LLC, a wholly-owned subsidiary of NFE Financing (the "Guarantor") and the Supporting Holders, which was previously disclosed in the Company's Current Report on Form 8-K filed on November 7, 2024. On November 21, 2024, the parties amended each of the TSA (the "Amended TSA") and the Exchange and Subscription Agreement (the "Amended Exchange and Subscription Agreement") to provide for the bifurcation of the closing of the transactions thereunder and an extension of the exclusivity period from November 30, 2024 to December 31, 2024. Under the terms of the Amended TSA and the Amended Exchange and Subscription Agreement, NFE Financing agreed to issue to certain of the Supporting Holders for cash approximately $1.2 billion aggregate principal amount of New Notes (as defined herein) on or about November 22, 2024, together with certain New Notes to be issued as a commitment fee to certain of such Supporting Holders (the "Subscription Transaction"). Additionally, subject to certain closing conditions, NFE Financing agreed to exchange, on or about December 3, 2024 (the "Exchange Closing Date"), with the Supporting Holders approximately $1.5 billion aggregate principal amount of New Notes for approximately $990 millio

01. Other Events

Item 8.01. Other Events. On November 26, 2024 (the "Redemption Date"), the Company redeemed in full the Existing 2025 Notes at a price equal to $875.0 million, plus accrued and unpaid interest thereon to the Redemption Date, for a total redemption payment of approximately $887 million (the "Redemption Payment"). Upon deposit of the Redemption Payment on the Redemption Date, the Indenture, dated as of September 2, 2020 (as supplemented, the "2025 Notes Indenture"), among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee and as notes collateral agent, was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the 2025 Notes Indenture, the Company and the guarantors under the 2025 Notes Indenture have been released from their obligations with respect to the 2025 Notes Indenture and the Existing 2025 Notes, except with respect to those provisions of the 2025 Notes Indenture that, by their terms, survive the satisfaction and discharge of the 2025 Notes Indenture. Cautionary Statement Regarding Forward-Looking Statements This report contains certain statements and information that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, the Company's future financial performance or the Company's projected business results. You can identify these forward-looking statements by the use of forward-looking words such as "expects," "may," "will," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. It is uncertain whether any of the events anticipated by the forward-looking statements

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