New Fortress Energy Inc. (NasdaqGS:NFE) (“NFE”) entered into an agreement to acquire Golar LNG Partners LP (NasdaqGS:GMLP) (“GMLP”) from Golar LNG Limited (NasdaqGS:GLNG) and others for approximately $250 million on January 13, 2021. Under the terms of the transaction, NFE has agreed to acquire all of the outstanding common units and general partner units of GMLP for $3.55 per unit in cash. In connection with the transaction, GMLP's incentive distribution rights will be cancelled. The 8.75% Series A Cumulative Redeemable Preferred Units of GMLP will remain outstanding. In a related transaction, NFE has agreed to acquire Hygo Energy Transition Ltd. from Golar LNG Limited and Stonepeak Infrastructure Partners for 31.4 million shares of NFE Class A common stock and $580 million in cash. New Fortress Energy has obtained debt financing commitments from Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA for loans in the aggregate principal amount of $1,700 million, consisting of a $1,500 million senior secured bridge facility and a $200 million senior secured revolving facility to pay a portion of the cash purchase price in connection with the merger. As of January 19, 2021, Golar LNG Partners LP shall pay $9.42 million termination fee to New Fortress Energy Inc. and Golar LNG Partners may also be required to pay NFE for certain expenses incurred by NFE an amount not to exceed $2.51 million if the GMLP special meeting concludes and the required majority of the Common Unitholders do not approve the GMLP Merger Agreement.

The transaction is subject to approval by the holders of a majority of GMLP's outstanding common units, the receipt of certain regulatory approvals, the authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations or terminations of waiting periods required from, any governmental authorities, written resignation of each member of the MLP Board and third-party consents and other customary closing conditions. GMLP's Board of Directors, acting upon the recommendation of the independent committee of GMLP, unanimously approved the proposed transaction with NFE and recommend that GMLP common unitholders to vote in favor of merger agreement. GLNG has entered into a support agreement with NFE committing to vote its approximately 30.8% interest in GMLP's common units in favor of the transaction. Golar LNG Partners LP will hold special meeting of common unitholders to approve the transaction on February 24, 2021. As of February 24, 2021, Golar LNG Partners' common unitholders approved the transaction. As per disclosure of April 12, 2021, the majority of the closing conditions have been completed, including prepayment notices issued to several of Golar LNG Partners' lenders. The transaction is expected to close in first half of 2021. As per disclosure of April 12, 2021, closing of the transaction is expected shortly.

John Goodgame, Lisa Hearn, Mary Lovely, Jocelyn Tau, Davina Garrod, Gorav Jindal, Victoria Yuan and Matthew Schmitten of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Conflicts Committee of GMLP. Deutsche Bank Securities Inc. acted as financial advisor and provided fairness opinion to Conflicts Committee of GMLP. Catherine Gallagher, Michael Swidler. Michael Rosenwasser, John Johnston, Jon Lobb, Matthew Levitt and Michael Bodosky of Baker Botts L.L.P. acted as legal advisor to Golar LNG Limited. Joseph Coco, Thomas Greenberg, Eric Otness, Michael Schwartz and Seth Jacobson of Skadden, Arps, Slate, Meagher & Flom LLP, Conyers Dill & Pearman and Watson, Farley & Williams acted as the legal advisors to New Fortress Energy. D.F. King & Co., Inc. acted as proxy solicitor to GMLP for a fee of approximately $12,500. Deutsche Bank will be paid a fees of approximately $4 million, of which $2 million became payable upon the delivery of its opinion and the remainder of which becomes payable upon the closing of the merger.

New Fortress Energy Inc. (NasdaqGS:NFE) (“NFE”) completed the acquisition of Golar LNG Partners LP (NasdaqGS:GMLP) (“GMLP”) from Golar LNG Limited (NasdaqGS:GLNG) and others on April 15, 2021.