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): August 19, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (516 ) 268-7400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
Item 8.01 Other Events
On August 19, 2020, New Fortress Energy Inc. (the “Company”) announced the pricing of its previously announced private offering of $1,000 million (upsized
from $800 million) aggregate principal amount of senior secured notes due 2025 (the “Notes”). The Company intends to use the net proceeds from the offering, together with cash on hand, to repay in full the amounts outstanding under its credit
agreement and to redeem in full the senior secured bonds and senior unsecured bonds issued by its subsidiary, NFE South Power Holdings Limited, terminating the credit agreement and the documentation governing such bonds, in each case including
related premiums, costs and expenses. A copy of the press release is attached hereto as exhibit 99.1, and is incorporated into this Item 8.01 by reference. The Notes and the guarantees thereof will not be registered under the Securities Act of 1933,
as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number.
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Description
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Press release, dated August 19, 2020
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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NEW FORTRESS ENERGY INC.
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Date: August 19, 2020
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By:
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/s/ Christopher S. Guinta
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Name:
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Christopher S. Guinta
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Title:
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Chief Financial Officer
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Exhibit 99.1
NEW FORTRESS ENERGY ANNOUNCES PRICING OF $1,000 MILLION OF SENIOR SECURED NOTES
NEW YORK--(BUSINESS WIRE)--August 19, 2020--New Fortress Energy Inc. (NASDAQ: NFE) (the “Company”) announced today the pricing of its previously announced
private offering of $1,000 million (upsized from $800 million) aggregate principal amount of senior secured notes due 2025 (the “Notes”). The Notes will bear interest at 6.750% per annum and will be issued at an issue price equal to 100% of
principal, plus accrued interest, if any, from September 2, 2020. The Company intends to use the net proceeds from the offering, together with cash on hand, to repay in full the amounts outstanding under its credit agreement and to redeem in full the
senior secured bonds and senior unsecured bonds issued by its subsidiary, NFE South Power Holdings Limited, terminating the credit agreement and the documentation governing such bonds, in each case including related premiums, costs and expenses. The
closing of the offering is subject to certain limited conditions.
The Notes and the guarantees thereof were offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), and to persons outside of the United States under Regulation S under the Securities Act. The Notes and the guarantees thereof will not be registered under the Securities Act or any state securities laws, and, unless
so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale
of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About New Fortress Energy Inc.
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.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements, including but not limited to statements regarding the consummation of the offering or the Company’s
anticipated use of the net proceeds from the offering. All statements contained in this press release other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future
financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,”
“targets,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual
events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors.
All forward-looking statements speak only as of the date on which it is made. When considering forward-looking statements, you should keep in mind the risk
factors and other cautionary statements included in our annual, quarterly and other reports we file with the SEC. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we
cannot guarantee future results, events, levels of activity, performance, projections or achievements.
IR:
Alan Andreini
(212) 798-6128
aandreini@fortress.com
Joshua Kane
(516) 268-7455
jkane@newfortressenergy.com
Media:
Jake Suski
(516) 268-7403
press@newfortressenergy.com
Source: New Fortress Energy Inc.