NEW FORTRESS ENERGY INC. Item 1.01 - Entry into Material Definitive Agreements
Hygo Merger Agreement
On
At the effective time of the Hygo Merger (the "Hygo Effective Time"), pursuant
to the Hygo Merger Agreement: (i) GLNG will receive 18.6 million shares of Class
A Common Stock, par value
The respective boards of directors of NFE, Hygo Merger Sub and Hygo have unanimously approved the Hygo Merger Agreement and the transactions contemplated thereby. Concurrently with the execution of the Hygo Merger Agreement, the Hygo Shareholders executed and delivered to NFE a written consent in their capacity as the holders of all of the outstanding Hygo Common Shares, and, solely with respect to Stonepeak, also in its capacity as the holder of all of the outstanding Hygo Preferred Shares, approving the Hygo Merger Agreement and the Hygo Merger, thereby providing all requisite approval of the Hygo Shareholders that is required to consummate the Hygo Merger.
The Hygo Merger Agreement contains customary representations and warranties by each of NFE, Hygo, and the Hygo Shareholders. NFE and Hygo have also agreed to various customary covenants and agreements, including, among others, to conduct, subject to certain exceptions, their business in the ordinary course consistent with past practice during the period between the execution of the Hygo Merger Agreement and the Hygo Effective Time.
The closing of the Hygo Merger is subject to satisfaction or waiver (if applicable) of certain conditions, including: (i) the receipt of all required regulatory approvals; (ii) the receipt of certain specified material third-party consents; (iii) the absence of any legal restraint issued by any court or governmental entity of competent jurisdiction preventing consummation of the Hygo Merger; (iv) the approval for listing on the Nasdaq Global Select Market of the Common Stock to be issued in the Hygo Merger; (v) the absence of a Material Adverse Effect or a Parent Material Adverse Effect (as such terms are defined in the Hygo Merger Agreement), as applicable; (vi) the accuracy of each party's representations and warranties, subject in most cases to materiality or material adverse effect qualifications; (vii) material compliance with each party's covenants; and (viii) delivery of a transition services agreement and shareholders' agreement, each substantially in the applicable form attached as exhibits thereto.
The Hygo Merger Agreement further provides for the parties to execute, at or prior to the Hygo Effective Time, a Shareholders' Agreement providing for certain transfer restrictions and registration rights with respect to the Common Stock to be issued in the Hygo Merger (described below).
The Hygo Merger Agreement may be terminated by NFE or Hygo under certain
circumstances, including, among others, by either NFE or Hygo if the closing of
the Hygo Merger has not occurred on or before
The Hygo Merger Agreement is attached hereto as Exhibit 2.3 and is incorporated into this Item 1.01 by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Hygo Merger Agreement and is qualified in its entirety by the terms and conditions of the Hygo Merger Agreement. It is not intended to provide any other factual information about the parties or their respective subsidiaries and affiliates. The Hygo Merger Agreement contains representations and warranties by each of the parties to the Hygo Merger Agreement, which were made only for purposes of the Hygo Merger Agreement and as of specified dates. The representations, warranties and covenants in the Hygo Merger Agreement were made solely for the benefit of the parties to the Hygo Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Hygo Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Hygo Merger Agreement, which subsequent information may or may not be fully reflected in NFE's or Hygo's public disclosures.
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GMLP Merger Agreement
On
At the effective time of the GMLP Merger (the "GMLP Effective Time"), pursuant
to the GMLP Merger Agreement, each common unit representing a limited partner
interest in GMLP (each, a "Common Unit") that is issued and outstanding as of
immediately prior to the GMLP Effective Time (except for Common Units that are
owned immediately prior to the GMLP Effective Time by GMLP as treasury units,
which will be automatically canceled and retired and shall cease to exist and no
consideration shall be delivered in respect thereof) will automatically be
converted into the right to receive
Item 3.02 Unregistered Sales ofEquity Securities
Pursuant to the Hygo Merger Agreement, at the Hygo Effective Time, NFE will issue an aggregate of 18,627,451 shares of Common Stock to GLNG and 12,745,098 shares of Common Stock to Stonepeak as partial consideration for the Hygo Merger.
The issuance of shares of Common Stock will be made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
This description of the Hygo Merger Agreement contained in Section 1.01 of this Current Report is incorporated by reference herein.
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
Certain statements and information in this communication may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements relate to future
events and anticipated results of operations, business strategies, the
anticipated benefits of the proposed transactions, the anticipated impact of the
proposed transactions on the combined company's business and future financial
and operating results, the expected amount and timing of synergies from the
proposed transactions, the anticipated closing date for the proposed
transactions and other aspects of our operations or operating results. These
forward-looking statements generally can be identified by terms such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "projects," "targets," "potential" or "continue" or the negative of
these terms or other comparable terminology. 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 combined company or the price of NFE or GMLP stock.
These forward-looking statements involve certain risks and uncertainties, many
of which are beyond the parties' control, that could cause actual results to
differ materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises, such as
pandemics (including coronavirus (COVID-19)) and epidemics and any related
company or government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the functioning of
national or global economies and markets; the effect of the announcement of the
GMLP Merger and the Hygo Merger on the ability of NFE, GMLP or Hygo to retain
and hire key personnel and maintain relationships with customers, suppliers and
others with whom NFE, GMLP or Hygo do business, or on NFE's, GMLP's or Hygo's
operating results and business generally; risks that the GMLP Merger or the Hygo
Merger disrupts current plans and operations and the potential difficulties in
employee retention; the outcome of any legal proceedings related to the GMLP
Merger or Hygo Merger; the ability of the parties to consummate the proposed
transactions on a timely basis or at all; the satisfaction of the conditions
precedent to consummation of the proposed transactions, including the ability to
secure regulatory approvals on the terms expected, at all or in a timely manner;
the ability of NFE to successfully integrate GMLP's and Hygo's operations; the
ability of NFE to implement its plans, forecasts and other expectations with
respect to NFE's business after the completion of the proposed transactions and
realize expected synergies; and business disruption following the GMLP Merger or
Hygo Merger. For additional information about other factors that could cause
actual results to differ materially from those described in the forward-looking
statements, please refer to NFE's and GMLP's respective periodic reports and
other filings with the
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
2.1† Agreement and Plan of Merger, dated as ofJanuary 13, 2021 , by and among NFE, GMLP Merger Sub, GP Buyer, GMLP and the General Partner. 2.2† Transfer Agreement, dated as ofJanuary 13, 2021 , by and among GP Buyer, GLNG and the General Partner. 2.3† Agreement and Plan of Merger, dated as ofJanuary 13, 2021 , by and among NFE, Hygo Merger Sub, Hygo and the Hygo Shareholders. 10.1 Support Agreement, dated as ofJanuary 13, 2021 , by and among NFE, GMLP, GLNG and the General Partner. 99.1 Press Release, datedJanuary 13, 2021 , announcing entry into the Merger Agreements. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
† Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Commission upon request.
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