New Fortress Energy Inc. (NASDAQ: NFE) (the “Company”) today
announced the early results of its previously announced cash tender
offer (the “Tender Offer”) to purchase for cash up to $375,000,000
in aggregate principal amount (as such aggregate principal amount
may be increased or decreased by the Company, the “Aggregate
Maximum Principal Amount”) of its outstanding 6.750% Senior Secured
Notes due 2025 (the “Notes”), subject to the terms and conditions
set forth in the Offer to Purchase, dated March 5, 2024 (as
amended, the “Offer to Purchase”). Capitalized terms used but not
defined herein have the meaning given to them in the Offer to
Purchase.
According to information provided by D.F. King & Co., Inc.,
the information and tender agent for the Tender Offer, as of 5:00
p.m., New York City time, on March 18, 2024 (such date and time,
the “Early Tender Date”), the Company had received valid and not
withdrawn tenders from registered holders (each, a “Holder” and
collectively, the “Holders”) of $1,068,338,000 in aggregate
principal amount of the Notes, representing approximately 85.5% of
the aggregate principal amount outstanding of the Notes. Due to the
aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date exceeding
the Aggregate Maximum Principal Amount, the aggregate principal
amount of Notes accepted for purchase on the Early Settlement Date
will be prorated (using a proration rate of approximately 35.1% and
subject to adjustment to maintain the authorized denomination of
the Notes). The Company expects such Early Settlement Date to be
March 19, 2024 (the business day after the Early Tender Date), but
that may change without notice. In addition to the Total
Consideration, Holders whose Notes are accepted for purchase on the
Early Settlement Date will also receive accrued and unpaid interest
(“Accrued Interest”) from the last interest payment date up to, but
not including, the Early Settlement Date.
The following table sets forth the Tender Offer Consideration,
the Early Tender Payment and the Total Consideration for the Tender
Offer:
Title of Note
CUSIP /ISIN (144A)(1)
CUSIP /ISIN (Reg S)(1)
Principal
Amount Outstanding
Aggregate
Maximum
Principal Amount
Tender Offer
Consideration (2)(3)
Early
Tender
Payment (3)(4)
Total
Consideration (3)(5)
6.750% Senior
Secured Notes
due 2025
644393 AA8 /
US644393AA81
U6422PAA6 /
USU6422PAA67
$1,250,000,000
$375,000,000
$975
$30
$1,005
(1) No representation is made as to the
correctness or accuracy of such CUSIP or ISIN numbers; such numbers
are provided solely for the convenience of the Holders.
(2) Per $1,000 principal amount of Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Date.
(3) Excludes Accrued Interest, which will be
paid in addition to the Tender Offer Consideration or the Total
Consideration, as applicable.
(4) For each $1,000 principal amount of Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Date.
(5) For each $1,000 principal amount of Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Date. Total Consideration includes the Early Tender
Payment.
Due to the Tender Offer being fully subscribed as of the Early
Tender Date, Notes tendered after the Early Tender Date will not be
accepted for purchase pursuant to the Tender Offer.
The Withdrawal Deadline for the Tender Offer was 5:00 p.m., New
York City time, on March 18, 2024. As a result, Notes tendered
pursuant to the Tender Offer may no longer be withdrawn, unless the
Withdrawal Deadline is extended by the Company or as required by
law.
The obligation of the Company to accept for purchase, and to pay
for, Notes validly tendered pursuant to the Tender Offer is subject
to, and conditioned upon, the satisfaction or waiver of certain
conditions as set forth in the Offer to Purchase, in the sole and
absolute discretion of the Company. If such conditions shall not
have been satisfied (or waived by the Company), no payments will be
made to tendering Holders on the Early Settlement Date. The Company
intends to use a portion of the proceeds from its recently
completed $750 million debt financing (net of transaction fees and
expenses) to finance its purchase of Notes pursuant to the Tender
Offer. The Tender Offer is not conditioned on any minimum principal
amount of Notes being tendered. The Tender Offer and its provisions
may be amended, extended, terminated, waived or withdrawn by the
Company in its sole and absolute discretion.
None of the Company, the trustee for the Notes, any paying
agent, transfer agent or listing agent under the Notes, Morgan
Stanley & Co. LLC, as the dealer manager, the information and
tender agent, any of their respective subsidiaries or affiliates or
any of their respective directors, officers, employees or
representatives has made or makes any recommendation to Holders as
to whether or not to tender all or any portion of their Notes, and
none of the foregoing has authorized any person to make any such
recommendation.
The Company has retained Morgan Stanley & Co. LLC to serve
as the sole dealer manager for the Tender Offer. The Company has
retained D.F. King & Co., Inc. to act as the information and
tender agent in respect of the Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact Morgan Stanley & Co. LLC at its telephone
number set forth on the back cover page of the Offer to Purchase.
Copies of the Offer to Purchase may be obtained by contacting D.F.
King & Co., Inc., at nfe@dfking.com or 1 (800) 821-8781.
This notice does not constitute or form part of any offer or
invitation to purchase or sell, or any solicitation of any offer to
sell or purchase, the Notes or any other securities in the United
States or any other jurisdiction, and neither this notice nor any
part of it, nor the fact of its release, shall form the basis of,
or be relied on or in connection with, any contract therefor. The
Tender Offer is made only by and pursuant to the terms and
conditions of the Offer to Purchase and the information in this
notice is qualified by reference to the Offer to Purchase.
This press release does not constitute an offer to buy or the
solicitation of an offer to sell any securities in any jurisdiction
or in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require the Tender Offer to be made by a licensed broker
or dealer, the Tender Offer will be deemed to be made by the dealer
manager or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
About New Fortress Energy Inc.
New Fortress Energy Inc. (Nasdaq: NFE) is a global energy
infrastructure company founded to help 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 Statement Concerning 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 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. You can identify
these forward-looking statements by the use of forward-looking
words such as “expects,” “may,” “will,” “can,” “could,” “should,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates,”
“believes,” “schedules,” “progress,” “targets,” “budgets,”
“outlook,” “trends,” “forecasts,” “projects,” “guidance,” “focus,”
“on track,” “goals,” “objectives,” “strategies,” “opportunities,”
“poised,” or the negative version of those words or other
comparable words. By their nature, forward-looking statements
require the Company to make assumptions and are subject to
important known and unknown risks and uncertainties, which may
cause the Company’s actual results in future periods to differ
materially from those set forth in the forward-looking statements.
For additional information regarding these risks and uncertainties,
and the assumptions underlying the forward-looking statements,
please refer to the Offer to Purchase. The forward-looking
statements set forth herein reflect management’s expectations as at
the date the statements are made and are subject to change after
such date. Unless otherwise required by applicable securities laws,
the Company expressly disclaims any intention, and assume no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Given these risks and uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240319564564/en/
Investor Relations: Chance Pipitone
ir@newfortressenergy.com
Media Relations: Ben Porritt press@newfortressenergy.com
(516) 268-7403
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