Not Applicable

(Former name or former address, if changed since last report)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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.    ☐

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Item 1.01

Entry into a Material Definitive Agreement.

On June 3, 2020, New Fortress Energy LLC (the “Company”) entered into a mutual agreement (the “Mutual Agreement”), previously described in the Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2020, with Fortress Equity Partners GP, LLC (“FEP GP”), WRE 2012 Trust LLC (“WRE Trust”), FEP HoldCo LLC (“HoldCo”), Wesley R. Edens, Randal A. Nardone, NFE SMRS Holdings LLC (collectively with FEP GP, WRE Trust, HoldCo, Wesley R. Edens and Randal A. Nardone, the “Exchanging Members”) and NFE Sub LLC, a wholly owned subsidiary of the Company.  Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with Section 4.6(b)(ii)(B) of the Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC (the “NFI LLCA”) with respect to all of the units of New Fortress Intermediate LLC (the “NFI LLC Units”), together with an equal number of Class B common shares of the Company (the “Class B Shares”), that such Exchanging Members indirectly own as members of New Fortress Energy Holdings LLC (“NFEH”) or partners of Fortress Equity Partners (A) LP (“FEP”).  The Exchanging Members collectively hold more than 85% of the voting interest in the Company and more than 85% of the economic interest in New Fortress Intermediate LLC, a subsidiary of NFEH and NFE Sub LLC.  NFE Sub LLC, as the sole managing member of New Fortress Intermediate LLC, operates and controls all of the business and affairs of New Fortress Intermediate LLC and, through New Fortress Intermediate LLC and its subsidiaries, conducts the Company’s historical business.

Pursuant to the Mutual Agreement, the Company agreed to exercise the Call Right (as defined in the NFI LLCA), pursuant to which the Company would acquire such NFI LLC Units and such Class B Shares in exchange for Class A common shares of the Company (the “Class A Shares”) (the “Exchange Transactions”).  The Exchange Transactions are expected to close on June 10, 2020.

The Company will own all of the NFI LLC Units to be acquired as part of the Exchange Transactions and, following the Exchange Transactions and related exchanges consummated by other members of NFEH (the “Tag-Along Exchanges”), the Company will acquire all of the currently outstanding NFI LLC Units not already held directly or indirectly by the Company.  The Exchanging Members have agreed pursuant to the Mutual Agreement not to transfer any of the Class A Shares they receive in the Exchange Transactions for 90 days following the date of the exchange, subject to certain exceptions.

The Exchange Transactions are expected to significantly reduce the Company’s future tax distribution obligations to the members of New Fortress Intermediate LLC, which will enable the Company to instead invest those funds to develop projects that the Company expects will increase its returns for all stockholders, enhance its liquidity, improve its credit profile and lower its cost of capital.  Because the Board deemed it to be in the best interest of the Company to effect the Exchange Transactions now so that the Company could begin realizing these benefits, the Board requested that the members of New Fortress Intermediate LLC (who had no obligation to exchange their NFI LLC Units) agree to exchange their NFI LLC Units. The Exchange Transactions are generally expected to be tax-deferred transactions for the Exchanging Members, in which case the Company would generally receive a smaller tax basis “step-up” as a result of the Exchange Transactions than it would receive in a fully taxable transaction, though there would be no guarantee when, if at all, any such transaction would occur.

The Exchange Transactions were reviewed by a duly appointed committee of the Board of the Directors of the Company (the “Board”) consisting of Desmond Iain Catterall, David J. Grain, C. William Griffin, John J. Mack and Katherine E. Wanner, who unanimously approved the Exchange Transactions prior to the full Board unanimously approving the Exchange Transactions.  The committee’s approval serves as a Special Approval as defined in the Company’s First Amended and Restated Limited Liability Company Agreement.  Wesley R. Edens and Randal A. Nardone are also members of the Board.  John J. Mack and Matthew Wilkinson, members of our Board of Directors, are directly or indirectly members of NFEH and participated in the Tag-Along Exchanges.

The foregoing summary of the Mutual Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Mutual Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

In connection with the Exchange Transactions described above, the Company will issue 144,342,572  Class A Shares.

The Exchange Transactions will be completed pursuant to the provisions of the NFI LLCA, and the Company will not receive any additional consideration for the Exchange Transactions.  The issuance of the Class A Shares will be made in a private placement transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

 

At the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) held on June 8, 2020, the shareholders of New Fortress Energy LLC (the “Company”) voted on the matters described below.

 

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this Form 8-K constitute “forward-looking statements,” including statements regarding the closing of the Exchange Transactions and potential benefits expected to result from the Exchange Transactions. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this Form 8-K will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risk that the Exchange Transactions may not be completed on a timely basis or at all or that the Company will not receive the potential benefits expected to result from the Exchange Transactions. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in the Company’s annual and quarterly reports filed with the Securities and Exchange Commission, which could cause its actual results to differ materially from those contained in any forward-looking statement.

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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