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Mail Stop 3561
October 25,
2018
Wesley R. Edens
Chief Executive Officer
NFE Financial Holdings LLC
111 W. 19th Street, 8th Floor
New York, NY 10011
Re: NFE Financial Holdings LLC
Amendment No. 1 to Draft Registration Statement on Form
S-1
Submitted October 5, 2018
CIK No. 000179723
Dear Mr. Edens:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Overview
Our Business Model, page 5
1. You state on page 6 that you have contracts, letters of intent or
expect to secure contracts
in the near term to sell LNG volumes in excess of 8.3 million
gallons per day. Please
revise to clarify the amount of LNG volumes for which you are
currently contractually
committed to deliver, as you do on page 9.
Our Liquefaction Assets, page 8
2. Please include a discussion of your Miami facility. You mention
it towards the end of
this discussion in the context of all of your assets but you do
not provide a summary of
Wesley R. Edens
NFE Financial Holdings LLC
October 25, 2018
Page 2
the facility on a standalone basis. In doing so, please explain the
amount of, if any, LNG
volumes you are contractually committed to deliver from this facility.
Illustrative LNG Production and Natural Gas Sale Economics, page 10
3. It appears you are presenting a projection on an MMBtu basis of your
anticipated
operating EBITDA reflecting operations in Jamaica, anticipated
developments in Puerto
Rico, Ireland and Mexico and estimated liquefaction of natural gas at the
Pennsylvania
Facilities or the Haynesville Facilities to the exclusion of your
operations in Miami.
Please advise if our understanding is incorrect. We also note your
projection is for
achieving unit economics in 2022 which is four years in the future.
Explain to us in
detail how projection of a metric (EBITDA) on a per unit basis (MMBtu),
as opposed to
traditional projections of revenue, net income and EPS, complies with
Item 10(b)(2) of
Regulation S-K. In addition, please explain how you have a reasonable
basis to project
results four years in the future given your particular circumstances and
limited operating
history. Please be detailed in your response.
Risk Factors
Our business is dependent upon obtaining substantial additional funding from
various sources...,
page 28
4. We note your response to comment 11 and your revised disclosure. We
further note your
reference to a "committed debt financing of $___ million." In the
appropriate place in
your prospectus including, but not limited to, your Liquidity and Capital
Resources
disclosure, please provide a description of your "committed debt
financing of $___
million."
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
57
5. We note your response to comment 16 and your revised disclosure. However,
in your
Note 1 to your Notes to Consolidated Financial Statements you continue to
disclose that
you are "engaged in providing energy, logistical services, and financing
capital
investment to end users worldwide, seeking to convert their operating
assets from diesel
or heavy fuel oil to Liquefied Natural Gas ("LNG")." Please revise for
consistency.
Financial Statements
Consolidated Statements of Changes in Members' Equity, page F-5
6. Please provide a rollforward of the number of member shares outstanding
for each period
a balance sheet is presented. You may present this information here or in
the notes to the
consolidated financial statements. Refer to Rule 3-04 of Regulation S-X.
Wesley R. Edens
NFE Financial Holdings LLC
October 25, 2018
Page 3
Notes to Consolidated Financial Statements
7. We have reviewed your response to comment 21 regarding the disclosures
required by
ASC 280-10-50-40. Please separately present interest revenue generated
from your direct
financing arrangements and, if applicable, steam revenues.
12. Finance Leases, net, page F-16
8. We have reviewed your response to comment 22. We note that you appear to
account for
your Terminal Arrangement under ASC 840 for the fixed generation capacity
component
and under ASC 605 for the variable commodity component. Please clarify
how you
determined it was appropriate to separately account for the fixed and
variable features
under two accounting models rather than as a combined arrangement
entirely under lease
accounting. In doing so, explain why the variable commodity component
does not
represent contingent rent under ASC 840-10-25-4.
Exhibits
9. We note your response to comment 23. Your analysis with respect to your
GSAs seems
to address your "planned and expected business," when your analysis
should be with
respect to your current operations. Please revise your analysis to
address whether or not
your existing GSAs constitute a major part of your current business or
file your existing
GSAs as exhibits.
Please contact Yong Kim, Staff Accountant, at (202) 551-3323, or Andrew
Blume, Staff
Accountant, at (202) 551-3254 if you have questions regarding comments on the
financial
statements and related matters. Please contact Scott Anderegg, Attorney
Adviser, at (202) 551-
3342, or me at (202) 551-3720 if you have questions regarding the comments.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
Office of Consumer
Products