New Fortress Energy Files 8-K on Agreements and Equity Sales

TL;DR

NFE filed an 8-K detailing new financial obligations and equity sales.

AI Summary

On December 5, 2024, New Fortress Energy Inc. entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing disclosed unregistered sales of equity securities and included financial statements and exhibits.

Why It Matters

This filing indicates significant financial activities and potential changes in the company's capital structure or operational agreements, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can carry inherent risks.

Key Players & Entities

• New Fortress Energy Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 111 W. 19th Street, 8th Floor New York, NY 10011 (address) — Principal Business Address

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share "NFE" NASDAQ Global Select
• $1.207 billion — ent, NFE Financing issued approximately $1.207 billion aggregate principal amount of its 12.00
• $1.520 billion — ent, NFE Financing issued approximately $1.520 billion aggregate principal amount of New Notes
• $0 — of its Class A common stock, par value $0.01, to the Supporting Holders in satisf
• $970 million — ed, multiple draw term loan facility of $970 million (the "Brazil Parent Term Facility"),
• $875 million — vember 22, 2024, Brazil Parent borrowed $875 million (the "Initial Brazil Parent Term Loan")
• $95 million — 4, Brazil Parent borrowed the remaining $95 million from the Brazil Parent Term Facility (t
• $1.43 billion — egate principal amount of approximately $1.43 billion (the loan made under the term loan faci

Filing Documents

• nfe-20241205.htm (8-K) — 53KB
• 0001749723-24-000125.txt ( ) — 180KB
• nfe-20241205.xsd (EX-101.SCH) — 2KB
• nfe-20241205_lab.xml (EX-101.LAB) — 21KB
• nfe-20241205_pre.xml (EX-101.PRE) — 12KB
• nfe-20241205_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 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, which was previously disclosed in the Company's Current Report on Form 8-K filed on November 27, 2024. On November 22, 2024 (the "First Closing Date"), in accordance with the terms of the Amended Exchange and Subscription Agreement, NFE Financing issued approximately $1.207 billion aggregate principal amount of its 12.000% Senior Secured Notes due 2029 (the "New Notes," and the New Notes issued on the First Closing Date, the "First Closing Notes"). The First Closing Notes were issued pursuant to, and are governed by, an indenture (the "New Notes Indenture"), dated as of November 22, 2024, between NFE Financing, as issuer, the Guarantor and Wilmington Savings Fund Society, FSB ("WSFS"), as trustee (i

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02. 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 will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition or the stock prices of the Company. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described herein will not be achieved. These forward-looking statements are necessarily estimates based upon current information and are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 104.1 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: December 11, 2024 By: /s/ Christopher S. Guinta Name: Christopher S. Guinta Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR