NEW FORTRESS ENERGY INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The respective boards of directors of LNG and Eneva, and the relevant authorized signatory of Ebrasil empowered pursuant to its articles of association, have approved the SPA and the transactions contemplated thereby. While the Sergipe Purchase and Sale remains subject to approval by Eneva's shareholders, Eneva shareholders holding approximately 43.8% of the total voting and share capital of Eneva have executed voting agreements agreeing to vote in favor of the approval of the Sergipe Purchase and Sale at a duly convened Eneva shareholders' meeting.
The purchase price payable by Eneva accrues interest at a rate of CDI + 1% from
the
The SPA contains customary representations and warranties by each of LNG, Ebrasil, the Ebrasil Individual Sellers and Eneva. Ebrasil has also agreed to various covenants in contemplation of a corporate restructuring that is expected to take place before the Closing. In addition, the SPA contains customary interim covenants and agreements, including, among others, an obligation of Sellers to operate, subject to certain exceptions, the Companies in the ordinary course of business consistent with past practice during the period between the execution of the SPA and the Closing, and obligations on the part of Eneva that include (a) duly calling a meeting of its shareholders to approve the Sergipe Purchase and Sale as soon as reasonably possible, but in no event later than 60 days from the date of the execution of the SPA, (b) using reasonable best efforts to obtain all approvals for the Sergipe Purchase and Sale required under specified agreements with lenders and other third parties, (c) obtaining all regulatory approvals for the Sergipe Purchase and Sale, and (d) covenants related to Eneva's efforts to obtain certain financing in connection with the Sergipe Purchase and Sale.
Under the SPA, the closing of the Sergipe Purchase and Sale (the "Closing") will
occur on the later of (a)
The Sergipe Purchase and Sale may be terminated by Sellers or Eneva, and
terminates automatically, under certain circumstances, including, among others,
(a) by either Eneva or Sellers if Closing has not occurred on or before the date
that is 270 days from the execution date of the SPA (as may be extended in
certain circumstances for up to 60 additional days), (b) by either Eneva or
Sellers (acting jointly) if the other breaches, and does not cure, any
representation or covenant that would give rise to the failure of a Closing
condition and (c) automatically if the Sergipe Purchase and Sale is not approved
by Eneva's shareholders. The SPA further provides that, (i) upon termination of
the SPA under certain circumstances, Eneva will be required to pay Sellers a
reverse termination fee equal to
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Sellers, on the other hand, then the breaching seller shall reimburse the non-breaching seller the non-breaching seller's portion of such termination fee).
NFE will continue to operate the Golar Nanook, a Floating Storage and Regasification Unit that remains chartered to CELSE for the next 20 years.
The foregoing summary has been included to provide investors and security holders with information regarding the terms of the SPA and is qualified in its entirety by the terms and conditions of the SPA. It is not intended to provide any other factual information about the parties or their respective subsidiaries and affiliates. The SPA contains representations and warranties by each of the parties to the SPA, which were made only for purposes of the SPA and as of specified dates. The representations, warranties and covenants in the SPA were . . .
Item 2.06. Material Impairments.
NFE acquired its investment in CELSEPAR and the assets and liabilities of
CEBARRA as part of its
The impairment charge or the loss from disposal will not impact NFE's Adjusted
EBITDA1, cash flows or cash balances and is not expected to result in any
material future cash expenditures. Accounting for NFE's 50% ownership of
CELSEPAR, the transaction is projected to generate proceeds to NFE of
approximately
Item 7.01. Regulation FD Disclosure.
On
The information set forth in (and incorporated by reference into) this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain statements and information that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. You can identify these forward-looking statements by the use of forward-looking words such as "expects," "may," "will," "approximately,"
1 Adjusted EBITDA is a non-GAAP financial measure that the Company calculates as net income (loss), plus transaction and integration costs, contract termination charges and loss on mitigations sales, depreciation and amortization, interest expense (net of interest income), other (income), net, loss on extinguishment of debt, tax expense, and non-cash charges, including changes in fair value of non-hedge derivative instruments, contingent consideration and impairment charges, adjusting for certain items from our selling, general and administrative not otherwise indicative of ongoing operating performance, plus our pro rata share of Adjusted EBITDA from unconsolidated entities, less the impact of equity in earnings (losses) of unconsolidated entities.
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"predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. Forward looking statements include: the successful sale and purchase of the companies in accordance with the terms of the transaction; the projected proceeds of the transaction, including with respect to any foreign exchange risk between the Brazilian Real and the Dollar; satisfaction of the conditions to Closing in accordance with the terms thereof and within the required dates, including approval by the shareholders of Eneva, the Brazilian antitrust agency or any other regulatory agency, as well as the receipt of necessary consents from any third parties; compliance by the parties of the covenants and obligations under the SPA, including the corporate reorganization contemplated by Ebrasil prior to the Closing and Eneva's obligation to obtain sufficient third-party financing to consummate the transaction; the expected date of the Closing; the expected structure for the Closing; the occurrence of any Material Adverse Effect (as such term is defined in the SPA); NFE's ability to continue to operate the Golar Nanook; and the impact of the transaction on NFE's earnings and tax benefits. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the parties to the SPA or the stock prices of such parties.
These forward-looking statements represent the Company's expectations or beliefs
concerning future events, and it is possible that the results described in this
press release will not be achieved. These forward-looking statements are
necessarily estimates based upon current information and 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 proposed transactions may not be completed in a timely manner or at all;
common risks related to the sale and purchase of businesses or assets, including
the risk of valuation and successful implementation, and the risks that we may
not be able to realize the benefits of any such transactions, among others;
fluctuations in exchange rates used to translate the Brazilian Real into
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 in our annual report, quarterly and
other reports filed with the
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release, dated June 1 , 2022 , issued by New Fortress
Energy Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within
the Inline XBRL document.
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