New Fortress Energy Inc. (NASDAQ: NFE) (the “Company”)
previously announced the commencement of a tender offer (the
“Tender Offer”) to purchase for cash up to $250,000,000 in
aggregate principal amount of its outstanding 6.750% Senior Secured
Notes due 2025 (the “Notes”). The Company hereby amends the Tender
Offer to purchase for cash up to $375,000,000 in aggregate
principal amount of the Notes (as such aggregate principal amount
may be increased or decreased by the Company, the “Aggregate
Maximum Principal Amount”).
The Tender Offer is subject to customary conditions, including,
among others, that the Company receive gross proceeds of at least
$750,000,000 from a debt financing on terms and conditions
acceptable to the Company. On March 5, 2024, the Company priced and
upsized an offering of $750,000,000 in aggregate principal amount
of 8.75% senior secured notes due 2029, which offering is expected
to close on March 8, 2024, subject to customary conditions (the
“Debt Financing”). Upon the successful completion of such Debt
Financing, together with any and all other conditions of the Tender
Offer, the Company intends to use a portion of the proceeds from
such Debt Financing (net of transaction fees and expenses) to
finance the Company’s purchase of Notes pursuant to the Tender
Offer. The Tender Offer is being made pursuant to an Offer to
Purchase, dated March 5, 2024, as amended by the terms set forth
herein (the “Offer to Purchase”). Capitalized terms used but not
defined herein have the meaning given to them in the Offer to
Purchase.
The following table sets forth the Tender Offer Consideration,
the Early Tender Payment and the Total Consideration (each, as
defined herein) for the Tender Offer:
Title of Note
CUSIP /ISIN
(144A)(1)
CUSIP /ISIN
(Reg S)(1)
Principal
Amount
Outstanding
Aggregate
Maximum
Principal Amount
Tender Offer
Consideration
(2)(3)
Early
Tender
Payment
(3)(4)
Total
Consideration
(3)(5)
6.750% Senior
Secured Notes
due 2025
644393 AA8 /
US644393AA81
U6422PAA6 /
USU6422PAA67
$1,250,000,000
$375,000,000
$975
$30
$1,005
(1)
No representation is made as to
the correctness or accuracy of such CUSIP or ISIN numbers; such
numbers are provided solely for the convenience of the Holders (as
defined below).
(2)
Per $1,000 principal amount of
Notes validly tendered and not validly withdrawn at or prior to the
Expiration Date (as defined herein).
(3)
Excludes accrued and unpaid
interest (“Accrued Interest”), which will be paid in addition to
the Tender Offer Consideration or the Total Consideration, as
applicable.
(4)
For each $1,000 principal amount
of Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Date (as defined herein).
(5)
For each $1,000 principal amount
of Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Date. Total Consideration includes the Early
Tender Payment.
The Tender Offer will expire at one minute after 5:00 p.m. New
York City time, on April 2, 2024 unless extended or earlier
terminated (such date and time, as it may be extended or earlier
terminated, the “Expiration Date”). Registered holders (each, a
“Holder” and collectively, the “Holders”) of the Notes must validly
tender their Notes at or before 5:00 p.m., New York City time, on
March 18, 2024 (such date and time, as it may be extended or
earlier terminated, the “Early Tender Date”) in order to be
eligible to receive the Early Tender Payment in addition to the
Tender Offer Consideration.
Tenders of the Notes may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on March 18, 2024, unless extended
or earlier terminated by the Company, and not thereafter, except in
certain limited circumstances where withdrawal rights are required
by applicable law.
Subject to the Aggregate Maximum Principal Amount and the other
terms and conditions of the Tender Offer, possible proration of the
Notes on the Early Settlement Date or the Final Settlement Date
will be determined in accordance with the terms of the Tender
Offer.
If the aggregate principal amount of Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Date and
accepted for purchase by the Company equals or exceeds the
Aggregate Maximum Principal Amount, then Holders who validly tender
their Notes after the Early Tender Date will not have any such
Notes accepted for payment (unless the terms of the Tender Offer
are amended by the Company in its sole and absolute
discretion).
If on the Early Settlement Date or Final Settlement Date (each,
as defined herein), as applicable, only a portion of the tendered
Notes may be accepted for purchase, due to the aggregate principal
amount of Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date or the Expiration Date, as
applicable, exceeding the Aggregate Maximum Principal Amount, then
the aggregate principal amount of Notes accepted for purchase will
be prorated (subject to adjustment to maintain the authorized
denomination of the Notes) based upon the aggregate principal
amount of Notes that have been validly tendered and not validly
withdrawn and not yet accepted for purchase in the Tender Offer,
such that the Aggregate Maximum Principal Amount will not be
exceeded. If the Tender Offer is not fully subscribed as of the
Early Tender Date, Holders who validly tender Notes after the Early
Tender Date may be subject to proration, whereas Holders who
validly tender Notes at or prior to the Early Tender Date will not
be subject to proration.
The Total Consideration includes an early tender payment (the
“Early Tender Payment”) of $30.00 for each $1,000 principal amount
of the Notes, which Early Tender Payment is in addition to the
Tender Offer Consideration.
Subject to purchase in accordance with the Aggregate Maximum
Principal Amount and possible proration, Holders validly tendering
Notes that have not been validly withdrawn at or prior to the Early
Tender Date will be eligible to receive the applicable Total
Consideration listed in the table above, which includes the Early
Tender Payment, on the “Early Settlement Date,” which is expected
to be March 19, 2024 (the first business day after the Early Tender
Date), but that may change without notice. Holders validly
tendering Notes after the Early Tender Date but at or prior to the
Expiration Date will only be eligible to receive the “Tender Offer
Consideration” listed in the table on the “Final Settlement Date.”
The Final Settlement Date is expected to be April 3, 2024 (the
first business day after the Expiration Date), but that may change
without notice. In addition to the Total Consideration or Tender
Offer Consideration, Holders whose Notes are accepted for purchase
will also receive Accrued Interest from the last interest payment
date up to, but not including, the applicable settlement date.
The obligation of the Company to accept for purchase, and to pay
for, Notes validly tendered pursuant to the Tender Offer is subject
to, and conditioned upon, the satisfaction or waiver of certain
conditions as set forth in the Offer to Purchase, in the sole and
absolute discretion of the Company, including the Company’s
completion of the Debt Financing, on terms satisfactory to the
Company, the proceeds of which (net of transaction fees and
expenses) will be used to finance its purchase of Notes pursuant to
the Tender Offer. For avoidance of doubt, references in the Offer
to Purchase to “completion” of the Debt Financing mean the
completion of the closing under the Debt Financing, at which
closing the Company receives the anticipated proceeds from the Debt
Financing. No assurance can be given that the Debt Financing will
be completed. If such conditions shall not have been satisfied (or
waived by the Company), no payments will be made to tendering
Holders on the Early Settlement Date or Final Settlement Date, as
applicable. The Tender Offer is not conditioned on any minimum
principal amount of Notes being tendered. The Tender Offer and its
provisions may be amended, extended, terminated, waived or
withdrawn by the Company in its sole and absolute discretion.
None of the Company, the trustee for the Notes, any paying
agent, transfer agent or listing agent under the Notes, Morgan
Stanley & Co. LLC, as the dealer manager, the information and
tender agent, any of their respective subsidiaries or affiliates or
any of their respective directors, officers, employees or
representatives makes any recommendation to Holders as to whether
or not to tender all or any portion of their Notes, and none of the
foregoing has authorized any person to make any such
recommendation. Holders must decide whether to tender Notes, and if
tendering, the amount of Notes to tender. Holders are urged to
evaluate carefully all information in the Offer to Purchase,
consult their own investment, legal and tax advisors and make their
own decisions whether to tender Notes and, if so, the principal
amount of Notes to tender.
All of the Notes are held in book-entry form. If you hold Notes
through a broker, dealer, commercial bank, trust company or other
nominee, you must contact such broker, dealer, commercial bank,
trust company or other nominee if you wish to tender Notes pursuant
to the Tender Offer. You should check with such broker, dealer,
commercial bank, trust company or other nominee to determine
whether they will charge you a fee for tendering Notes on your
behalf. You should also confirm with the broker, dealer, bank,
trust company or other nominee any deadlines by which you must
provide your tender instructions, because the relevant deadline set
by such nominee may be earlier than the deadlines set forth
herein.
The Company has retained Morgan Stanley & Co. LLC to serve
as the sole dealer manager for the Tender Offer. The Company has
retained D.F. King & Co., Inc. to act as the information and
tender agent in respect of the Tender Offer.
This press release amends the terms of the Offer to Purchase. To
the extent that any terms in the Offer to Purchase are inconsistent
with terms in this press release, the terms of this press release
shall control. Other than as set forth herein, no other terms of
the Tender Offer are being amended and there are no other changes
to the terms of the Tender Offer set forth in the Offer to
Purchase.
For additional information regarding the terms of the Tender
Offer, please contact Morgan Stanley & Co. LLC at its telephone
number set forth on the back cover page of the Offer to Purchase.
Copies of the Offer to Purchase may be obtained by contacting D.F.
King & Co., Inc., at nfe@dfking.com or 1 (800) 821-8781.
This notice does not constitute or form part of any offer or
invitation to purchase or sell, or any solicitation of any offer to
sell or purchase, the Notes or any other securities in the United
States or any other jurisdiction, and neither this notice nor any
part of it, nor the fact of its release, shall form the basis of,
or be relied on or in connection with, any contract therefor. The
Tender Offer is made only by and pursuant to the terms and
conditions of the Offer to Purchase and the information in this
notice is qualified by reference to the Offer to Purchase.
This press release does not constitute an offer to buy or the
solicitation of an offer to sell any securities in any jurisdiction
or in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require the Tender Offer to be made by a licensed broker
or dealer, the Tender Offer will be deemed to be made by the dealer
manager or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
About New Fortress Energy Inc.
New Fortress Energy Inc. (Nasdaq: NFE) is a global energy
infrastructure company founded to help address energy poverty and
accelerate the world’s transition to reliable, affordable, and
clean energy. The company owns and operates natural gas and
liquefied natural gas (LNG) infrastructure and an integrated fleet
of ships and logistics assets to rapidly deliver turnkey energy
solutions to global markets. Collectively, the company’s assets and
operations reinforce global energy security, enable economic
growth, enhance environmental stewardship and transform local
industries and communities around the world.
Cautionary Statement Concerning Forward-Looking
Statements
This press release 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 press release 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,” “can,” “could,” “should,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates,”
“believes,” “schedules,” “progress,” “targets,” “budgets,”
“outlook,” “trends,” “forecasts,” “projects,” “guidance,” “focus,”
“on track,” “goals,” “objectives,” “strategies,” “opportunities,”
“poised,” or the negative version of those words or other
comparable words. By their nature, forward-looking statements
require the Company to make assumptions and are subject to
important known and unknown risks and uncertainties, which may
cause the Company’s actual results in future periods to differ
materially from those set forth in the forward-looking statements.
For additional information regarding these risks and uncertainties,
and the assumptions underlying the forward-looking statements,
please refer to the Offer to Purchase. The forward-looking
statements set forth herein reflect management’s expectations as at
the date the statements are made and are subject to change after
such date. Unless otherwise required by applicable securities laws,
the Company expressly disclaims any intention, and assume no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Given these risks and uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240305841104/en/
Investor Relations: Chance Pipitone
ir@newfortressenergy.com
Media Relations: Ben Porritt press@newfortressenergy.com
(516) 268-7403
New Fortress Energy (NASDAQ:NFE)
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New Fortress Energy (NASDAQ:NFE)
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