UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 5, 2019
NEW FORTRESS ENERGY LLC
(Exact name of registrant as specified in its charter)
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Delaware
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001-38790
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83-1482060
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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111 W. 19th Street, 8th Floor
New York, NY 10011
(Address of principal executive offices)
(Zip Code)
(516) 268-7400
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01
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Regulation FD Disclosure.
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On March 5, 2019, New Fortress Energy LLC, a Delaware limited liability company (the “Company”), issued a press release announcing that
its subsidiary, NFEnergía LLC (“NFEnergía”), entered into a Fuel Sale and Purchase Agreement (the “Agreement”) with the Puerto Rico Electric Power Authority (“PREPA”). A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Other Events.
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On March 5, 2019, NFEnergía entered into the Agreement with PREPA, pursuant to which NFEnergía will convert Units 5 and 6 of the San Juan
Combined Cycle Power Plant (the “San Juan Power Plant”), which together have a capacity of 440MW, and supply natural gas fuel to the converted units. NFEnergía will convert Units 5 and 6 of the San Juan Power Plant (which currently burn diesel
fuel) to be capable of burning natural gas fuel or diesel fuel. From and after completion of the conversion of Units 5 and 6, NFEnergía will supply up to 25 TBtu of natural gas per year, the equivalent of approximately 850,000 gallons of LNG
(70,000 MMBtu) per day. The Agreement has an initial natural gas supply term of five years from completion of the conversion and has three separate five-year extensions that are exercisable at PREPA’s option. During the term of the Agreement
(including any extensions), NFEnergía will be the exclusive supplier of natural gas for use as fuel at Units 5 and 6 of the San Juan Power Plant. The Agreement has been approved by the Puerto Rico Energy Bureau and the Financial Oversight and
Management Board for Puerto Rico.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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Press release, dated March 5, 2019
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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.
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NEW FORTRESS ENERGY LLC
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By:
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/s/ CHRISTOPHER S. GUINTA
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Christopher S. Guinta
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Chief Financial Officer
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Dated: March 5, 2019
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Exhibit 99.1
New Fortress Energy Signs Contract to Supply Natural Gas to San Juan Power Plant
March 5, 2019
NEW YORK -- New Fortress Energy LLC (NASDAQ: NFE) (“New Fortress”) announced today that its Puerto Rico subsidiary, NFEnergía LLC (“NFEnergía”), has
entered into a contract with the Puerto Rico Electric Power Authority (“PREPA”) for the supply of natural gas and conversion of Units 5 and 6 of the San Juan Combined Cycle Power Plant. The initial term of the contract is five years, with options
for PREPA to extend for three additional five-year periods.
PREPA estimates that the conversion of these units from diesel to natural gas will generate an estimated $750 million in fuel cost savings over five years
for PREPA and significantly reduce emissions.
“This is a very pivotal transaction for PREPA and Puerto Rico,” said Wes Edens, Founder and CEO of New Fortress. “The conversion of San Juan Units 5 &
6 to natural gas will save hundreds of millions of dollars and accelerate the modernization of critical power infrastructure. Natural gas power is cleaner, cheaper and is the perfect complement to renewable energy. New Fortress is proud to invest
in the security and sustainability of Puerto Rico’s clean and renewable energy future.”
After multiple conversion attempts over the past ten years, PREPA launched a competitive request for proposal (RFP) bid process (RFP #81412) in July 2018
for the supply of fuel and the conversion of San Juan Power Plant’s Units 5 and 6. NFEnergía’s bid was selected based on fourteen grading criteria, which included experience and capacity, approach and methodology, and price.
“For the first time, this infrastructure project will successfully bring natural gas
to the north of Puerto Rico, achieving one of the strategic objectives of the Island’s energy sector. It also provides substantial savings to our customers and reduces carbon dioxide (CO2 emissions), which impact the environment and climate change”, said José Ortiz Vázquez, PREPA Chief Executive Officer.The contract has been approved by the Puerto Rico Energy Bureau and the Financial Oversight and Management Board for Puerto
Rico.
NFEnergía will supply natural gas to the power plant from its micro fuel handling facility in the Port of San Juan, which has been under development for
more than a year. The facility is being constructed with multiple truck loading bays to provide liquefied natural gas to on-island industrial customers and microgrids.
The conversion of San Juan Units 5 and 6 and the development of the micro fuel handling facility are anticipated to be complete by mid- 2019.
About New Fortress Energy LLC
New Fortress Energy (NASDAQ: NFE) is a global energy infrastructure company founded to help accelerate the world’s transition to clean energy. The company
funds, builds and operates natural gas infrastructure and logistics to rapidly deliver fully integrated, turnkey energy solutions that enable economic growth, enhance environmental stewardship and transform local industries and communities. New
Fortress Energy is majority-owned by a fund managed by an affiliate of Fortress Investment Group.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” including the estimate that the conversion will generate $750
million in fuel cost savings over five years for PREPA, the expectation that the development of the micro fuel handling facility and the conversion of San Juan Units 5 & 6 will be complete by mid-2019, the expectation that the conversion will
significantly reduce emissions including CO2, NFE’s plans for its Puerto Rico operations, including providing liquefied natural gas to on-island industrial consumers and microgrids, and other statements regarding NFE’s operations, goals and
strategy. 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. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking
statements 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. Factors that
could cause or contribute to such differences include, but are not limited to, the difficulty of predicting the timing or outcome of any project in development (including the conversion of San Juan Units 5 & 6 and the construction of NFE’s
micro fuel handling facility), difficulties or delays of any project in development, the availability and pricing of third party contractors, services and materials for use in the conversion and the micro fuel handling facility, the market price
for natural gas and for diesel, the dispatch rate of Units 5 and 6, the heat rate efficiency of Units 5 and 6, and the capacity of Units 5 and 6 (each on natural gas relative to diesel). Accordingly, readers should not place undue reliance on
forward-looking statements as a prediction of actual results.
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 prospectus included in the registration statement filed with the SEC in connection with the Company’s initial public offering, which could
cause its actual results to differ materially from those contained in any forward-looking statement.
Contact:
Jake Suski
+1 (516) 268-7433
press@newfortressenergy.com
Jake Suski
+1 (516) 268-7433
press@newfortressenergy.com