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Registrant’s Telephone Number, Including Area Code: (i516) i268-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock, par value $0.01 per share
i“NFE”
iNASDAQ
Global Select Market
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).
i☐ 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 ☐
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the Exchange (as defined below), New Fortress Energy Inc. (the “Company”) entered into a Registration Rights
Agreement, dated as of March 19, 2024 (the “Registration Rights Agreement”), with Ceiba Energy Fundo de Investimento em Participações Multiestratégia- Investimento no Exterior (“Ceiba Energy”) requiring the Company to register the resale of the shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) underlying the Company’s 4.8% Series A Convertible Preferred Stock, par value $0.01 per share and liquidation preference of $1,000.00 per share (the “Series A 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 fifth Business Day following the Closing. The Company granted Ceiba Energy customary indemnification rights in connection with the Registration Rights Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
On
March 20, 2024, New Fortress Energy Inc. completed its previously disclosed transactions pursuant to the Share Exchange Agreement, dated as of December 22, 2023, by and among the Company, Ceiba Energy and Portocem Geração de Energia S.A., a wholly-owned subsidiary of Ceiba Energy (“Portocem”), pursuant to which the Company issued to Ceiba Energy 96,746 shares of its Series A Convertible Preferred Stock, and assumed certain of Portocem’s existing indebtedness in exchange for all outstanding equity interests in Portocem, the owner of a 1.6 GW, 15-year contracted power asset in Brazil (the “Exchange”).
The
Company issued the Series A Convertible Preferred Stock in reliance upon the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. The Company relied upon representations, warranties, certifications and agreements of Ceiba Energy in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act.
The information about the Series A Convertible Preferred Stock set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item
3.03. Material Modifications to Rights of Security Holders.
On March 20, 2024, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate 96,746 shares of the Series A Convertible Preferred Stock, representing approximately $96.7 million aggregate liquidation preference, with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on March 20, 2024.
The Certificate of Designations provides that the
Company will pay, when, as and if declared by the Company’s board of directors, out of funds legally available for the payment of dividends, quarterly cumulative cash dividends at an annual rate of 4.8% (the “Dividend Rate”) of the liquidation preference of $1,000 per share of Series A Convertible Preferred Stock, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on June 30, 2024. In the event the Company fails to pay the full cumulative dividends payable on a dividend payment date, the rate at which dividends accumulate will increase to the Dividend Rate plus 2.0%, until such date as the Company has paid all previously
accrued but unpaid dividends.
The Series A Convertible Preferred Stock ranks senior to the Company’s Common Stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. Subject to certain exceptions, so long as any share of Series A Convertible Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on shares of the Company’s Common Stock (as defined below) or any other class or series of stock ranking junior to the Series A Convertible Preferred Stock, and no Common Stock or any other class or series of stock ranking junior
to the Series A Convertible Preferred Stock will be purchased, redeemed or otherwise acquired for consideration by the Company unless, in each case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid, or a sufficient amount of cash has been set apart for the payment of such dividends, on all outstanding shares of Series A Convertible Preferred Stock.
The Series A Convertible Preferred Stock may be redeemed by the Company, in whole but not in part, at its option upon 45 days’ written notice at any time (A) on or before March 20, 2027 at a redemption price equal to the greater of (i) $1,000.00 per share plus any accumulated and
unpaid dividends thereon and (ii) the cash amount necessary per share for a holder to achieve a Return on Investment (as defined in the Certificate of Designations) as of the redemption date equal to 1.4; and (B) (x) after the 30th trading day following March 20, 2027 if the Share Price Condition (as defined in the Certificate of Designations) is not met or (y) 30 calendar days after the delivery of the required notice if the Share Price Condition is met, in each case, at a redemption price equal to $1,000.00 per share plus any accumulated and unpaid dividends thereon. The
Company may also redeem the Series A Convertible Preferred Stock upon the occurrence of a Change Event (as defined in the Certificate of Designation). The
Company may redeem the Series A Convertible Preferred Stock for cash or shares of Common Stock (or any combination thereof); provided that for a redemption prior to March 20, 2027, a majority of the holders of the Series A Convertible Preferred Stock may require the Company to redeem for cash or shares of Common Stock.
Upon the occurrence of a Change Event or a Share Event (each as defined in the Certificate of Designations), the holders constituting at least a majority of the outstanding voting power of the Series A Convertible Preferred Stock may require the Company to repurchase the Series A Convertible Preferred Stock, in whole but not in part, for cash or shares of
Common Stock (or any combination thereof) at a repurchase price of $1,000.00 per share plus any accumulated and unpaid dividends thereon; provided that a majority of the holders of the Series A Convertible Preferred Stock may require the Company to repurchase for shares of Common Stock.
The Series A Convertible Preferred Stock may be converted by each holder, in whole or in minimum increments of 5,000 shares, at any time into a number of shares of Common Stock per share of Series A Convertible Preferred Stock equal to the quotient of $1,000.00 per share plus any accumulated and unpaid dividends thereon and the then applicable conversion price. The initial conversion price is $47.43 per share of Common Stock, subject to customary anti-dilution adjustments.
The
Series A Convertible Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless redeemed or repurchased by the Company or converted into Common Stock.
Holders of Series A Convertible Preferred Stock generally will be entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock (voting together with the holders of shares of Common Stock as a single class) on an as-converted basis, subject to limitation as needed to comply with Nasdaq listing standards for the Common Stock. Additionally, (i) any amendment, modification or repeal of any provision of the Company’s Certificate
of Incorporation, Bylaws or the Certificate of Designations that adversely affects the rights, preferences or voting powers of the Series A Convertible Preferred Stock and (ii) any exchange, reclassification or cancellation of all or part of the Series A Convertible Preferred Stock require the approval of the holders constituting at least a majority of the outstanding voting power of the Series A Convertible Preferred Stock, voting as a separate class.
The foregoing description of the terms of the Series A Convertible Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Certificate
of Designations of New Fortress Energy Inc., designating the Company’s 4.8% Series A Convertible Preferred Stock, par value $0.01 per share.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
