UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
New Fortress Energy Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
644393100
(CUSIP Number)
April 15, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Stonepeak Infrastructure Fund II Cayman (G) Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
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6
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SHARED VOTING POWER
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12,745,098
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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12,745,098
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,745,098
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Stonepeak Golar Power Holdings (Delaware) LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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12,745,098
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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||||
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8
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SHARED DISPOSITIVE POWER
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12,745,098
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,745,098
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|||
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|
||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Stonepeak Infrastructure Fund II Cayman LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
|
|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
|
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|||
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|
||||
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6
|
SHARED VOTING POWER
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||
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12,745,098
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|
|||
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|
||||
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7
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SOLE DISPOSITIVE POWER
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||
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0
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|||
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|
||||
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8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
12,745,098
|
|
|
|||
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|
|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.2%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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||||
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Stonepeak Infrastructure Fund II Cayman Ltd.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
6.2%
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
||
|
CO
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|
|||
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||||
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 6 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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MICHAEL DORRELL
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
12,745,098
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
6.2%
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
|
IN
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|||
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||||
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 7 of 10 Pages
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| Item 1(a). |
Name of Issuer:
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New Fortress Energy Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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111 W. 19th Street, 8th Floor
New York, New York, 10011
| Item 2(a). |
Name of Person Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) |
Stonepeak Infrastructure Fund II Cayman (G) Ltd.;
|
| (ii) |
Stonepeak Golar Power Holdings (Delaware) LP;
|
| (iii) |
Stonepeak Infrastructure Fund II Cayman LP;
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| (iv) |
Stonepeak Infrastructure Fund II Cayman Ltd.; and
|
| (v) |
Michael Dorrell (“Mr. Dorrell”)
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This Statement relates to Common Stock (as
defined herein) held for the account of Stonepeak Infrastructure Fund II Cayman (G) Ltd. Stonepeak Golar Power Holdings (Delaware) LP is the sole shareholder of
Stonepeak Infrastructure Fund II Cayman (G) Ltd. The general partner of Stonepeak Golar Power Holding (Delaware) LP is Stonepeak Infrastructure Fund II Cayman LP. The general partner of Stonepeak Infrastructure Fund II Cayman LP is Stonepeak
Infrastructure Fund II Cayman Ltd., whose managing shareholder is Michael Dorrell. Accordingly, each of Stonepeak Golar Power Holdings (Delaware) LP, Stonepeak Infrastructure Fund II Cayman LP, Stonepeak Infrastructure Fund II Cayman Ltd. and
Mr. Dorrell may be deemed to indirectly beneficially own the shares of Common Stock reported herein.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of the Reporting Persons is 55 Hudson Yards, 550 W. 34th Street,
48th Floor, New York, NY 10001.
| Item 2(c). |
Citizenship:
|
Each of Stonepeak Infrastructure Fund II Cayman (G) Ltd. and Stonepeak Infrastructure Fund II Cayman Ltd. is a Cayman
Islands exempted company. Stonepeak Infrastructure Fund II Cayman LP is a Cayman Islands exempted limited partnership. Stonepeak Golar Power Holdings (Delaware) LP is a Delaware limited partnership. Mr. Dorrell is a citizen of the United States
of America.
| Item 2(d). |
Title of Class of Securities:
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Class A Common Stock, par value $0.01 per share (the “Common Stock”)
| Item 2(e). |
CUSIP Number:
|
644393100
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
This Item 3 is not applicable.
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 8 of 10 Pages
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| Item 4. |
Ownership:
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| Item 4(a) |
Amount Beneficially Owned:
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As of April 15, 2021, each of the Reporting
Persons may be deemed the beneficial owner of 12,745,098 shares of Common Stock. This amount includes 1,872,936 shares of Common Stock, subject to certain adjustments, which are to be transferred to certain individuals and entities that participate in Hygo Energy Transition Ltd.’s management incentive system in
connection with the Issuer’s acquisition of Hygo Energy Transition Ltd. pursuant to a merger agreement that closed on April 15, 2021.
| Item 4(b) |
Percent of Class:
|
As of April 15, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.2% of the
shares of Common Stock outstanding. This calculation assumes 206,692,963 Common Stock outstanding as of April 21, 2021 based on information provided by the Issuer.
| Item 4(c) |
Number of Shares as to which such person has:
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Each Reporting Person:
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(i) Sole power to vote or direct the vote:
|
0
|
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(ii) Shared power to vote or direct the vote:
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12,745,098
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(iii) Sole power to dispose or direct the disposition of:
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0
|
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(iv) Shared power to dispose or direct the disposition of:
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12,745,098
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
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This Item 9 is not applicable.
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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CUSIP No. 644393100
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SCHEDULE 13G
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Page 9 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD.
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|
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By: Stonepeak Golar Power Holdings (Delaware) LP, its sole shareholder
|
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By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
|
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Shareholder
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STONEPEAK GOLAR POWER HOLDINGS (DELAWARE) LP
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By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Shareholder
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STONEPEAK INFRASTRUCTURE FUND II CAYMAN LP
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
|
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Shareholder
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STONEPEAK INFRASTRUCTURE FUND II CAYMAN LTD.
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Shareholder
|
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By: /s/ Michael Dorrell
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Michael Dorrell
|
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April 26, 2021
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CUSIP No. 644393100
|
SCHEDULE 13G
|
Page 10 of 10 Pages
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EXHIBIT INDEX
|
Ex.
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Joint Filing Agreement
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.01 per share, New Fortress Energy Inc., dated as of April 26, 2021, is, and
any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
|
STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD.
|
|
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By: Stonepeak Golar Power Holdings (Delaware) LP, its sole shareholder
|
|
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By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
|
|
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
|
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By: /s/ Michael Dorrell
|
|
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Name: Michael Dorrell
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|
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Title: Managing Shareholder
|
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STONEPEAK GOLAR POWER HOLDINGS (DELAWARE) LP
|
|
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By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
|
|
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
|
|
By: /s/ Michael Dorrell
|
|
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Name: Michael Dorrell
|
|
|
Title: Managing Shareholder
|
|
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STONEPEAK INFRASTRUCTURE FUND II CAYMAN LP
|
|
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By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner
|
|
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By: /s/ Michael Dorrell
|
|
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Name: Michael Dorrell
|
|
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Title: Managing Shareholder
|
|
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STONEPEAK INFRASTRUCTURE FUND II CAYMAN LTD.
|
|
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By: /s/ Michael Dorrell
|
|
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Name: Michael Dorrell
|
|
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Title: Managing Shareholder
|
|
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By: /s/ Michael Dorrell
|
|
|
Michael Dorrell
|
|
|
April 26, 2021
|