New Fortress Energy Inc. (NASDAQ: NFE) (“NFE” or the “Company”)
today announced two transformative debt and equity transactions
totaling approximately $3 billion upon completion.
Today, the Company issued 46,349,942 shares of its Class A
common stock at a public offering price of $8.63 per share, for a
total offering of $400 million. Wes Edens, Chairman and CEO of New
Fortress Energy, purchased 5,793,742 shares, totaling ~$50 million
of the offering, at the public offering price.
Additionally, on October 1, 2024, the Company entered into a
Transaction Support Agreement (the “Agreement”) with certain of its
existing noteholders. Pursuant to the Agreement, the Company is
expected to consummate a series of transactions (“Transactions”)
intended to extend the maturity profile of the Company’s
indebtedness while providing additional operating liquidity and
financial flexibility.
As part of the Transactions, the Company or its subsidiaries
expects to issue approximately $2.6 billion of senior secured notes
due 2029 (“New Notes”) as follows:
- Approximately $1.2 billion aggregate principal amount of New
Notes will be issued to fully redeem $875 million of the Company’s
existing 2025 senior secured notes and provide $325 million of
additional operating liquidity
- Approximately $1.4 billion aggregate principal amount of New
Notes will be issued in a private exchange for $1.4 billion
aggregate principal amount of the Company’s existing 2026 and 2029
senior secured notes
Once completed, the Transactions are expected to materially
extend the Company’s maturities across its balance sheet. In
addition, upon completing the debt and equity transactions
described herein, the Company will have raised $725 million of new
capital, which the Company expects will provide sufficient
liquidity to execute its capital initiatives and bridge the Company
to positive free cash flow in 2025.
“We are very pleased with the announcement of today’s
transactions. We believe this paves the way for NFE to grow into
its capital structure and reap the significant benefits from our
operations and assets around the world,” says Wes Edens.
The Company also completed its first full cargo & sail away,
a significant operational milestone for its initial Fast LNG asset
located offshore of Altamira, Mexico. The cargo, which has been
loaded onto the Energos Princess, has set sail for Europe.
“This first cargo is a huge accomplishment for the Company and
sets the stage for NFE to be a major LNG player in both our core
markets as well as markets around the world,” says Andrew Dete,
Managing Director of New Fortress Energy.
We have set forth below a summary of the Company’s current
corporate notes and debt facilities as well as our current
expectations of the Company’s corporate notes and debt facilities
upon completing the Transactions:
Corporate-level debt before transactions:
Instrument
Rate(ii)
Maturity
Principal
Interest
Maturity (yrs)(iv)
Revolver
SOFR + 2.90%
4/15/2026
$1,000
$67
1.54
TL-A
SOFR + 3.75%
7/19/2027
$286
$22
2.80
TL-B
SOFR + 5.00%
10/30/2028
$852
$75
4.08
Senior secured notes
6.750%
9/15/2025
$875
$59
0.96
Senior secured notes
6.500%
9/30/2026
$1,500
$98
2.00
Senior secured notes
8.750%
3/15/2029
$750
$66
4.46
$5,263
$386
2.47
Corporate-level debt after transactions:
Instrument
Rate(ii)
Maturity
Principal
Interest
Maturity (yrs)(iv)
Revolver
SOFR + 2.90%
4/15/2026
$1,000
$67
1.54
TL-A
SOFR + 3.75%
7/19/2027
$286
$22
2.80
TL-B
SOFR + 5.00%
10/30/2028
$852
$75
4.08
Senior secured
notes(i)
6.500%
9/30/2026
$532
$35
2.00
Senior secured
notes(i)
8.750%
3/15/2029
$279
$24
4.46
Senior secured
notes(i)
12.000%
9/30/2029(iii)
$2,639
$317
5.00
$5,586
$539
3.81
(i)
Estimates based on Management’s
expectations of Notes to be exchanged
(ii)
SOFR curve references CME TERM
SOFR 12 Month of 3.82% as of 10/1/2024
(iii)
Exact maturity date subject to
change based on the final terms of the Transactions.
(iv)
Current date: 10/1/2024
The summary in this press release is only a summary of certain
of the material terms of, and is qualified by, both the Company’s
current report on Form 8-K filed on October 1, 2024.
Perella Weinberg Partners LP and TPH & Co. acted as
financial advisers and Paul, Weiss, Rifkind, Wharton & Garrison
LLP acted as legal counsel to the noteholder group. Skadden, Arps,
Slate, Meagher & Flom LLP acted as legal counsel to the
Company.
About New Fortress Energy Inc.
New Fortress Energy Inc. (NASDAQ: NFE) is a global energy
infrastructure company founded to address energy poverty and
accelerate the world’s transition to reliable, affordable, and
clean energy. The Company owns and operates natural gas and
liquefied natural gas (LNG) infrastructure and an integrated fleet
of ships and logistics assets to rapidly deliver turnkey energy
solutions to global markets. Collectively, the Company’s assets and
operations reinforce global energy security, enable economic
growth, enhance environmental stewardship and transform local
industries and communities around the world.
Cautionary Note Regarding the Transactions
The closing of the Transactions is conditioned on the
satisfaction or waiver of certain conditions precedent, some of
which may be outside of the Company’s control. The Transactions may
not be completed as contemplated or at all. If the Company is
unable to complete the Transactions or any other alternative
transactions, on favorable terms or at all, due to market
conditions or otherwise, its financial condition may be materially
adversely affected. If the Company is unable to fund the Company’s
operations and liquidity needs, such as future capital expenditures
and payment of the Company’s indebtedness, the Company may be
required to refinance all or part of the Company’s then-existing
indebtedness, sell assets, reduce or delay capital expenditures,
seek to raise additional capital, pursue one or more internal
reorganizations and/or other restructuring activities, strategic
corporate alignment and cost-saving initiatives or other
significant corporate transactions, any of which could have a
material adverse effect on the Company’s operations and financial
condition. For a description of the other risks and uncertainties
that could impact the Company’s business, see “Risk Factors” in the
Company’s latest Form 10-K, Form 10-Q and the first Form 8-K filed
by the Company on October 1, 2024.
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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 is not
possible for the Company to predict all such factors. When
considering these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements in the
Company’s annual report, quarterly and other reports filed with the
SEC, which could cause its actual results to differ materially from
those contained in any forward-looking statement. The Company
undertakes no duty to update these forward-looking statements, even
though its situation may change in the future.
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Investors ir@newfortressenergy.com
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