New Fortress Energy Inc.
10/02/2024 | Press release | Distributed by Public on 10/02/2024 14:31
Corporate Action Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On October 1, 2024, New Fortress Energy Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC as representative of the several underwriters listed in Schedule A thereto (the "Underwriters"), providing for the issuance and sale by the Company of 46,349,942 shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock"), at a purchase price to the public of $8.63 per share, less underwriting discounts and commissions, in a registered public offering (the "Offering").Wesley R. Edens, chairman of the Company's board of directors, the Chief Executive Officer and shareholder of the Company, has agreed to purchase 5,793,742 shares in the Offering at the public offering price per share and on the same terms as the other purchasers in the Offering. The Offering closed on October 2, 2024. The net proceeds to the Company, after deducting Underwriters' discounts and commissions and the estimated offering expenses payable by the Company, were approximately $387.25 million.
The Common Stock was offered and sold pursuant to a final prospectus supplement, dated October 1, 2024 and a base prospectus relating to the Company's effective shelf registration statement on Form S-3 (File Number 333-277611), dated March 1, 2024.
The Underwriting Agreement includes representations, warranties and covenants by the Company customary for agreements of this nature. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with the sale of the Common Stock and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. A copy of the opinion of Skadden, Arps, Slate, Meagher and Flom LLP with respect to the validity of the Common Stock is attached hereto as Exhibit 5.1.
Registration Rights Agreement
In connection with the Exchange (as defined below), the Company entered into a Registration Rights Agreement, dated as of October 1, 2024 (the "Registration Rights Agreement"), with Ceiba Energy US LP ("Ceiba Energy") requiring the Company to register the resale of the shares of Common Stock, underlying the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share and liquidation preference of $1,000.00 per share (the "Series B Convertible Preferred Stock"), issued to Ceiba Energy in the Exchange. The Company is required to prepare and file a registration statement or an amendment or supplement to an existing registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable, but no later than the third business day following the closing of the Exchange. The Company granted Ceiba Energy customary indemnification rights in connection with the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.