STOCK TITAN
  1. Home
  2. Sec-filings
  3. NFE
  4. [8-K] New Fortress Energy Inc. Reports Material Event

New Fortress Energy (NASDAQ: NFE) secures $885M Brazil notes commitments in recapitalization

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Fortress Energy Inc. reported that its subsidiary NFE Brazil Financing Limited has received commitments for a proposed Offering of $885 million aggregate principal amount of senior secured notes due 2029. The Notes will bear interest at 12.00% per annum, payable in kind semi-annually, and mature three years from the issue date.

NFE Brazil plans to use the net proceeds for approximately $368 million of operating and capital needs, about $52 million to refinance an existing bridge term loan, around $420 million to refinance Brazil Financing Notes, and roughly $45 million for cash reserves tied to a UK restructuring process.

The Notes will be secured by first-priority liens similar to existing Brazil financing, carry no call protection or financial covenants, and may later be converted or exchanged into debt and/or equity of the Brazil business with specified approvals. The Offering is being pursued alongside a broader recapitalization under a UK restructuring plan in which NFE’s Brazil operations are expected to be separated and owned by a consortium of institutional investors, with closing targeted by the third quarter of 2026.

Positive

  • None.

Negative

  • None.

Insights

NFE lines up $885M high‑coupon Brazil financing as part of a broader recapitalization and spin of its Brazilian operations.

The company’s Brazil subsidiary has commitments for $885 million in senior secured notes due 2029 at a 12.00% payment‑in‑kind coupon. Proceeds are earmarked mainly to refinance the Brazil capital structure, including $420 million of existing notes and a $52 million bridge term loan, plus operating needs and restructuring reserves.

This structure increases leverage at the Brazil platform but term‑extends and consolidates liabilities, with no financial covenants but first‑lien security. The notes can later convert into debt or equity of the Brazil operations with supermajority noteholder and board approval, creating potential future ownership shifts tied to performance and restructuring outcomes.

The financing runs in parallel with a UK restructuring plan under which Brazil assets will be separated from New Fortress Energy and owned by institutional investors, with completion expected by Q3 2026. Future disclosures about the UK restructuring plan’s effectiveness, final note documentation, and listing on a recognized exchange will further clarify the risk profile and standalone capital structure of the Brazil business.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes Offering size $885 million aggregate principal amount Proposed senior secured notes due 2029 by NFE Brazil
Interest rate 12.00% per annum, payable in kind Coupon on NFE Brazil senior secured notes
Maturity Three years from issue date (due 2029) Term of NFE Brazil senior secured notes
Operations and capex allocation Up to approximately $368 million Use of proceeds for operations, capex, working capital and trade payables
Bridge term loan refinancing Approximately $52 million Refinance Brazil Bridge Term Loan
Brazil notes refinancing Approximately $420 million Refinance existing Brazil Financing Notes
Restructuring cash reserves Approximately $45 million Cash reserves tied to UK restructuring plan (UK RP)
Supermajority approval threshold 66.67% of Notes principal Required holder approval for conversion or exchange of Notes
senior secured notes financial
"proposed offering of $885 million aggregate principal amount of senior secured notes due 2029"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
payable in kind financial
"The Notes will bear interest at a rate of 12.00% per annum, payable in kind semi-annually"
Payable in kind (PIK) is a payment option where a borrower or issuer fulfills interest or dividend obligations by issuing additional debt or shares instead of paying cash. For investors this matters because it preserves the issuer’s cash flow in the short term but increases the amount owed or dilutes ownership, so it can raise credit risk, change yield expectations and reduce liquidity compared with cash payments.
Restructuring Support Agreement financial
"transactions contemplated by that certain Restructuring Support Agreement, dated as of March 17, 2026"
A restructuring support agreement is a written deal between a company and its key creditors or stakeholders that lays out how debts, contracts, or ownership will be changed to fix the company’s finances. It matters to investors because it reduces uncertainty by signaling a negotiated path to solvency or debt relief—like neighbors agreeing on a repayment plan—so it influences how much creditors and shareholders are likely to recover and how quickly the company can move forward.
UK RP financial
"in connection with the UK RP (as defined below)"
first priority liens financial
"The Notes will be secured by first priority liens substantially consistent with the existing Brazil Financing Notes"
First priority liens are legal claims that give a lender the first right to seize and sell specific assets if a borrower fails to repay. For investors, they matter because holders of first priority liens are paid before other creditors in a bankruptcy or repossession, which usually makes those loans or bonds safer and influences yields, recovery rates, and how much risk equity holders face—think of them as being first in line at a payout.
liquefied natural gas (LNG) financial
"focused on liquefied natural gas (LNG) importation, regasification, and power generation"
Liquefied natural gas (LNG) is natural gas that has been cooled until it becomes a liquid so it can be stored and shipped more easily, similar to packing a bulky gas into compact bottles for transport. It matters to investors because LNG turns a local fuel market into a global one, affecting supply, prices and the value of companies that produce, transport or store the fuel when demand, shipping capacity or regulation change.
Understanding 8-K Material Events →
FALSE0001749723111 W. 19th Street, 8th FloorNew YorkNY00017497232026-05-112026-05-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2026

New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3879083-1482060
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

111 W. 19th Street, 8th Floor
New York, NY
10011
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (516) 268-7400


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
“NFE”

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐



Item 8.01. Other Events.

On May 12, 2026, New Fortress Energy Inc. (the “Company”) issued a press release announcing that its subsidiary, NFE Brazil Financing Limited, a private limited company incorporated under the laws of England and Wales (“NFE Brazil”) had entered into a commitment letter (the "Commitment Letter") on May 11, 2026, pursuant to which it received commitments for a proposed offering (the “Offering”) of $885 million aggregate principal amount of senior secured notes due 2029 to be issued by NFE Brazil (the “Notes”).

A copy of the Commitment Letter and the press release announcing NFE Brazil’s entry into the Commitment Letter are filed herewith as Exhibit 10.1 and Exhibit 99.1, respectively, and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
10.1
Commitment Letter, dated May 11, 2026, by and among NFE Brazil Financing Limited and each of the commitment parties thereto
99.1
Press release, dated May 12, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 NEW FORTRESS ENERGY INC.
  
Date: May 12, 2026By:/s/ Christopher S. Guinta
 Name:Christopher S. Guinta
 Title:Chief Financial Officer




New Fortress Energy Announces Commitments for $885 Million Senior Secured Notes Offering by NFE Brazil Financing Limited
NEW YORK, NY; RIO DE JANEIRO, BRAZIL — May 12, 2026 — New Fortress Energy Inc. (NASDAQ: NFE) (“NFE”) today announced that its subsidiary NFE Brazil Financing Limited, a private limited company incorporated under the laws of England and Wales (“NFE Brazil”) has received commitments (the “Commitments”) for the proposed offering (the “Offering”) of $885 million aggregate principal amount of senior secured notes due 2029 (the “Notes”) to be issued by NFE Brazil. The Notes will bear interest at a rate of 12.00% per annum, payable in kind semi-annually on May 15 and November 15, and will mature three years from the issue date. The Notes will not be subject to any call protection or financial covenants. The Offering includes a commitment premium, payable in kind (the “Commitment Premium”).
Syndication
The Commitments were provided by certain holders of the 12.00% senior notes due 2029 (the “Existing 2029 Noteholders”) issued by NFE Financing LLC. Each Existing 2029 Noteholder has the opportunity to subscribe for its ratable share of the Notes. Any Existing 2029 Noteholder that provides a commitment to subscribe for its share of the Notes by May 18, 2026 will receive its pro rata share of the Commitment Premium upon the closing of the financing. Existing 2029 Noteholders can obtain further details about participating in the Notes through the notes trustee or by contacting Houlihan Lokey at NFEfinancing@hl.com or Perella Weinberg Partners at ProjectNatural@pwpartners.com.
Conditions Precedent
The issuance of the Notes is subject to certain conditions precedent, including completion of definitive documentation, the receipt of certain consents, and other customary conditions, but the issuance of the Notes is not conditioned on the consummation of the transactions contemplated by that certain Restructuring Support Agreement, dated as of March 17, 2026 (the “RSA”), by and among NFE, each of NFE’s directly and indirectly owned subsidiaries, each other Obligor (as defined in the RSA each of the holders or lenders of, or the investment advisor or manager to a beneficial holder(s) or lender(s) of, the Debt (as defined in the RSA) party thereto and Kroll Issuer Services Limited, in its capacity as information agent, as amended, restated, amended and restated, supplemented, or modified from time to time as permitted thereby.
Use of Proceeds
NFE Brazil intends to use the net proceeds from the Offering for the following purposes: (i) up to approximately $368 million for operations, capital expenditures, working capital, letter of credit and similar needs, transaction costs, and payment in full of all trade payables owed to NFE as of the issue date, (ii) approximately $52 million to refinance the existing bridge term loan held by NFE Brazil Holdings Limited (the “Brazil Bridge Term Loan”), (iii) approximately $420 million to refinance certain existing notes issued by NFE Brazil (the “Brazil Financing Notes”), and (iv) approximately $45 million to certain cash reserves established in connection with the UK RP (as defined below).



Security and Credit Support
The Notes will be secured by first priority liens substantially consistent with the existing Brazil Financing Notes. NFE and NFE Brazil Funding LP will not provide any credit support or be a party to the financing documents in respect of the Notes.
Conversion and Exchange
The Notes will be convertible or exchangeable into debt and/or equity of NFE Brazil (or another parent company of the Brazil operations) upon the approval of (i) the new board of the applicable BrazilCo (as defined in the RSA) parent entity, (ii) holders of at least 66.67% of the outstanding principal amount of the Notes, and (iii) NFE Brazil.
Listing
The parties will cooperate to list the Notes on a recognized stock exchange for purposes of Section 987 of the Income Tax Act 2007 of the United Kingdom.
Transaction Details
The Offering is being contemplated in parallel with a broader recapitalization of NFE (the “UK RP”). As part of the UK RP, the Brazil operations will be separated from NFE and owned by a consortium of leading global institutional investors. The transaction is expected to close by the third quarter of 2026, subject to customary conditions and regulatory approvals.
About BrazilCo
Following the separation, the Brazilian entity will operate as an independent energy infrastructure platform focused on liquefied natural gas (LNG) importation, regasification, and power generation. With strategic assets in Barcarena and Santa Catarina and a strong and well-capitalized financial foundation, it will be committed to delivering reliable, cleaner energy solutions that support Brazilian industry and economic growth.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this press release to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Offering, the expected use of proceeds, the anticipated terms of the Notes, the NFE recapitalization, and NFE Brazil’s business and prospects following separation from NFE. Actual results may differ materially from those projected in the forward-looking statements as a result of certain risks and other factors, including risks described in NFE’s reports filed with the U.S. Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. Except as
2

required by law, neither NFE nor NFE Brazil undertakes any obligation to update or revise these forward-looking statements.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
# # #
Investors
ir@newfortressenergy.com
Media
press@newfortressenergy.com
Source: New Fortress Energy Inc.

3

Source: View Original Filing on SEC EDGAR

FAQ

What financing did New Fortress Energy (NFE) announce for its Brazil operations?

New Fortress Energy’s subsidiary NFE Brazil Financing Limited received commitments for an Offering of $885 million senior secured notes due 2029. These high-yield notes will fund operations, refinance existing Brazil debt, and support restructuring-related cash reserves.

What are the key terms of the NFE Brazil $885 million senior secured notes?

The Notes carry a 12.00% per annum interest rate, payable in kind semi-annually on May 15 and November 15, and mature three years from the issue date. They include a payment-in-kind commitment premium, no call protection, and no financial covenants.

How will NFE Brazil use the proceeds from the $885 million Notes Offering?

NFE Brazil plans to allocate about $368 million for operations and capital needs, roughly $52 million to refinance a Brazil bridge term loan, approximately $420 million to refinance Brazil Financing Notes, and around $45 million to restructuring-related cash reserves.

How do the new Notes affect New Fortress Energy’s Brazil restructuring plan?

The Offering is being pursued alongside a UK restructuring plan in which Brazil operations will be separated from New Fortress Energy and owned by institutional investors. The transaction is expected to close by the third quarter of 2026, subject to conditions and approvals.

Are the NFE Brazil senior secured notes registered under U.S. securities laws?

The Notes have not been and will not be registered under the Securities Act of 1933 or state securities laws. They may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Will New Fortress Energy provide guarantees or credit support for the NFE Brazil Notes?

The Notes will be secured by first-priority liens similar to the existing Brazil Financing Notes, but New Fortress Energy Inc. and NFE Brazil Funding LP will not provide credit support or be parties to the financing documents related to the Notes.

Filing Exhibits & Attachments

5 documents

Press Releases

Agreements & Contracts

Other Documents