New Fortress Energy Inc. (NasdaqGS:NFE) agreed to acquire Hygo Energy Transition Ltd from Golar LNG Limited (NasdaqGS:GLNG) and Stonepeak Infrastructure Fund II Cayman (G Aiv) Lp, managed by Stonepeak Partners LP for $2.8 billion on January 13, 2021. Under the terms of the merger agreement, New Fortress Energy Inc will acquire all of the outstanding shares of Hygo Energy Transition Ltd. for 31.4 million shares of NFE Class A common stock and $580 million in cash. The transaction values Hygo Energy Transition Ltd. at an enterprise value of $3.1 billion and an equity value of $2.18 billion. Golar LNG Limited will receive 18.6 million shares of New Fortress Energy Inc. Class A common stock and $50 million in cash, and Stonepeak will receive 12.7 million shares of New Fortress Energy Inc. Class A common stock and $530 million in cash, which includes a cash settlement of its preferred equity tranche of $180 million. Post completion, Golar LNG Limited (NasdaqGS:GLNG) and Stonepeak Infrastructure Fund II Cayman (G Aiv) Lp managed by Stonepeak Partners LP will no longer hold any stake in Hygo Energy Transition Ltd.

In a related transaction New Fortress Energy Inc. (NasdaqGS:NFE) made an offer to acquire Golar LNG Partners LP (NasdaqGS:GMLP) from Golar LNG Limited (NasdaqGS:GLNG) and others for approximately $250 million on January 13, 2021. As part of the transaction, GLNG and Stonepeak have entered into customary lock-up provisions in relation to the stock consideration they will receive. Completion of the transaction is subject to the receipt of certain approvals and third-party consents, regulatory approval and the satisfaction of other customary closing conditions. As on February 24, 2021, the transaction was approved by the common unit holders of Golar LNG Limited at Special Meeting. As of April 13, 2021, the majority of the closing conditions have been completed, including prepayment notices issued to several of GMLPs lenders. The transaction is expected to occur in the first half of 2021.

Goldman Sachs International and Citibank International Limited acted as financial advisors and David Oelman, Lande Spottswood, Eamon Nolan, Kaam Sahely, Shay Kuperman, Matt Dobbins, David D'Alessandro, Dario Mendoza, Gary Huffman, Lina Dimachkieh, Sean Becker, Martin Luff, Hill Wellford, David Smith, Fry Wernick, Damara Chambers, John Michael and Suzanne Clevenger of Vinson & Elkins LLP acted as legal advisor to Hygo Energy Transition Ltd. Thomas Fina, Catherine Gallagher, Lee Davis, Michael Swidler, Daniel Jung, Matthew Levitt, Jonathan Kovacs, Jon Lobb, John Johnston, Dina Jubrail, Snow Rui and Mike Rosenwasser of Baker Botts L.L.P. acted as legal advisors to Golar LNG Limited. Joseph Coco, Thomas Greenberg, Seth Jacobson, Eric Otness and Michael Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP, Jason Piney and Rorbert Alexander of Conyers Dill & Pearman and Watson, Farley & Williams LLP acted as legal advisors to New Fortress Energy Inc. David Lieberman, Eli Hunt, Ken Wallach, Matt Hart and Kelly Karapetyan of Simpson Thacher & Bartlett LLP acted as legal advisor to Stonepeak Partners LP. Deutsche Bank Securities Inc acted as a financial advisor and Akin Gump Strauss Hauer & Feld LLP acted as a legal advisor to the special committee of Golar. Stephen Kotran of Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs International. Noel Hughes, Brett Santoli, Christianne Williams, Caitlin Lawrence, Maya Bobbitt, Anthony Sanderson, Nico Kroeker, Chris Hesford, Nina Bhatia, Ashkan Fakhimi and Nina Ramachandran of Vinson & Elkins LLP acted as legal advisor to Goldman Sachs International and Citibank International Limited.