New Fortress Energy erases $5.7B debt in overhaul
New Fortress Energy Inc. (NFE) completed a comprehensive court-sanctioned restructuring that split its business into BrazilCo, holding the Brazilian operations transferred to debt holders, and CoreCo, retaining the rest of the assets.
Rhea-AI Filing Summary
New Fortress Energy Inc. (NFE) completed a comprehensive court-sanctioned restructuring that split its business into BrazilCo, holding the Brazilian operations transferred to debt holders, and CoreCo, retaining the rest of the assets. Approximately $5.7 billion of third‑party debt was extinguished, with Plan Creditors receiving all BrazilCo equity, $2.45 billion of CoreCo mandatorily convertible preferred stock, 65% of CoreCo common equity and $571.3 million of new CoreCo term loans, while existing shareholders initially retain 35% of CoreCo common.
CoreCo raised $136.5 million of new financing via senior and junior term loans, BrazilCo paid about $74 million to CoreCo on intercompany obligations, and FLNG 2 Parent put in place a $400 million non‑recourse term loan and $200 million preferred equity. An amended $250 million letter of credit facility and new credit agreements set the post‑restructuring capital structure. Governance was overhauled through a 1‑for‑50 reverse split, a new single‑class board elected by majority vote, replacement of most directors with new independents, and a revised director compensation program.
Positive
- Extinguishment of ~$5.7 billion of third-party debt through the restructuring, with Plan Creditors largely equitized and overall corporate debt reportedly reduced to about $700 million.
- $136.5 million of new CoreCo financing and a $250 million amended letter of credit facility bolster near-term liquidity under the new capital structure.
- Governance changes, including removal of the staggered board and adoption of majority voting for directors, enhance shareholder-aligned corporate governance practices.
Negative
- Plan Creditors now hold 65% of CoreCo common equity plus $2.45 billion liquidation preference in mandatorily convertible preferred stock that will convert into 87% of fully diluted common, implying substantial dilution for pre‑restructuring shareholders.
- The Company’s Financing Case projects ~$165 million of new capital is needed to maintain $100 million minimum liquidity, signaling ongoing funding and execution risk despite the recapitalization.
- A 1‑for‑50 reverse stock split and large preferred equity layer reshape the equity profile and may increase sensitivity of the share price to business performance.
Filing Explained
Existing holders retain 35% initially, but issued preferred stock must convert into securities representing 87% of fully diluted CoreCo common stock in three years.
As a Form 8-K, this report discloses a specified material event: the company says the restructuring closed on
The preferred stock must convert on the third anniversary into CoreCo common stock representing 87% of fully diluted common stock, including shares reserved under the incentive plan. Under the supplied dilution definition, that conversion would reduce existing holders’ percentage ownership absent offsetting changes. Plan Creditors also received registration rights, requiring the company to file an S-1 resale registration statement within 10 business days; registration would provide resale capacity, not itself sell the securities.
The filed financing materials distinguish approximately
The company says pro forma information for the significant disposition will be filed by amendment no later than four business days after the filing. The S-1 filing and its effectiveness are the next specified steps for determining when the Plan Creditors’ registered resale process is available.
8-K Event Classification
10 items: 1.01, 1.02, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01
10 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Debt extinguished: $5.7 billion
New CoreCo Take-Back Term Loans: $571.3 million
CoreCo Capital Raise: $136.5 million
+5 more
8 metrics
Debt extinguished
$5.7 billion
Third-party debt eliminated in the restructuring transaction
New CoreCo Take-Back Term Loans
$571.3 million
Senior secured term loans issued to Plan Creditors
CoreCo Capital Raise
$136.5 million
New financing from existing creditors at closing
CoreCo Mandatorily Convertible Preferred liquidation preference
$2.45 billion
Preferred equity issued to Plan Creditors in the restructuring
FLNG 2 Term Loan Facility
$400 million
Non-recourse senior secured term loans at FLNG 2 Parent
FLNG 2 Preferred Interests
$200 million
Non-convertible preferred equity interests in FLNG 2 Parent
New CoreCo LC Facility
$250 million
Committed amended and restated letter of credit facility
Reverse stock split ratio
1-for-50
Reverse split of NFE common stock effective on Closing Date
Key Terms
Restructuring Plans, Mandatorily Convertible Preferred Stock, Term SOFR, letter of credit facility, +2 more
6 terms
Restructuring Plans regulatory
"pursuant to the restructuring plans promoted by each of two indirect subsidiaries"
Mandatorily Convertible Preferred Stock financial
"CoreCo’s Series A Mandatorily Convertible Preferred Stock"
Term SOFR financial
"The New CoreCo Senior Term Loans bear interest at Term SOFR plus a fixed rate"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
letter of credit facility financial
"provides for a $250 million committed letter of credit facility"
A letter of credit facility is a bank-backed line that lets a borrower obtain letters of credit — promises the bank will pay a seller if the borrower cannot. Think of it like a guaranteed store voucher that reassures a counterparty they will be paid even if the buyer’s cash is tight. Investors watch this because it supports sales and supply deals, lowers payment risk, and counts against a company’s borrowing capacity and liquidity profile.
reverse stock split financial
"effected a reverse stock split of the NFE common stock at a ratio of 1-for-50"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"includes “forward-looking statements,” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What major restructuring did NFE complete on September 11, 2026?
NFE consummated court-approved UK Restructuring Plans that split the business into BrazilCo and CoreCo, extinguished about $5.7 billion of third‑party debt, equitized Plan Creditors into BrazilCo and CoreCo, and put in place new term loans, preferred equity and credit facilities.
What new debt and preferred equity did NFE issue in the transaction?
CoreCo incurred $571.3 million of new senior secured take‑back term loans, raised $36.5 million of additional senior term loans and $100 million of junior term loans, while FLNG 2 Parent put in place a $400 million non‑recourse term loan and $200 million of preferred interests.
What are the key terms of NFE’s CoreCo Series A Mandatorily Convertible Preferred Stock?
CoreCo’s mandatorily convertible preferred stock has an initial $1,000 per share liquidation preference, accrues cumulative cashless dividends at 3%, 5% and 7% in each of the three years before mandatory conversion, participates and votes on an as‑converted basis, and will convert on the third anniversary into 87% of fully diluted CoreCo common.
How does the Financing Case describe NFE’s post-transaction liquidity needs?
A stressed Financing Case, tied to a $100 million minimum liquidity requirement, suggests CoreCo needs about $165 million of new capital, comprising $35 million pari passu debt, $100 million junior capital and a $50 million junior accordion that may not need to be fully drawn.
What board and governance changes did NFE implement with the restructuring?
Six directors resigned and five new independent directors were appointed, including a new non‑executive chair. NFE removed its staggered board, adopted majority voting for directors, increased the minimum board size to three, and updated officer exculpation and shareholder agreement provisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 11, 2026
(Exact name of registrant as specified in its charter)
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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:
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| 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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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 1.01. Entry into a Material Definitive Agreement.
On September 11, 2026 (the “Closing Date” or the “Restructuring Effective Date” in relation to the Restructuring Plans (as defined herein)), New Fortress Energy Inc. (the “Company”) consummated the previously announced comprehensive restructuring of the Company’s principal funded debt obligations (the “Transaction”) pursuant to the restructuring plans promoted by each of two indirect subsidiaries of the Company under Part 26A of the UK Companies Act 2006 (together, the “Restructuring Plans”) and sanctioned by the High Court of Justice of England and Wales on June 18, 2026. On June 29, 2026, the United States Bankruptcy Court for the Southern District of New York entered an order granting recognition of the Restructuring Plans in the United States pursuant to chapter 15 of the U.S. Bankruptcy Code.
In accordance with the terms of (i) the Restructuring Support Agreement (the “RSA”), entered into on March 17, 2026, between the Company, certain of its subsidiaries, and certain of its lenders and noteholders, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026 and (ii) the Restructuring Plans, together with the related transaction implementation deed, on the Closing Date:
•the Company separated into two separate, independent companies: one generally comprising the Company’s businesses and assets in Brazil (“BrazilCo”), and the other generally comprising the Company’s other businesses and assets, which will be retained by the Company (“CoreCo”);
•the following debt instruments, and all obligations thereunder (collectively, the “Terminated Debt,” and the holders of such Terminated Debt, the “Plan Creditors”), were terminated, and all liens in connection therewith were released:
◦the 6.500% Senior Notes due 2026, issued by the Company pursuant to that certain Indenture, dated as of April 12, 2021, by and among the Company, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and collateral agent;
◦that certain Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”);
◦that certain Credit Agreement, dated as of October 30, 2023, by and among the Company, as the borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association (as successor by assignment to Morgan Stanley Senior Funding, Inc.), as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan B Credit Agreement”);
◦the 8.750% Senior Secured Notes, issued by the Company pursuant to that certain Indenture, dated as of March 8, 2024, by and among the Company, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent;
◦that certain Credit Agreement, dated as of July 19, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association (as successor by assignment to Morgan Stanley Senior Funding, Inc.), as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan A Credit Agreement”);
◦the 12.000% Senior Secured Notes due 2029 (the “New 2029 Notes”), issued pursuant to that certain Indenture, dated as of November 22, 2024, by and among NFE Financing LLC, an indirect subsidiary of the Company, as the issuer, the guarantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent;
◦that certain Credit Agreement, dated as of November 22, 2024, by and among the Company, the guarantors from time to time party thereto, NFE Brazil Investments LLC, as lender, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent;
◦that certain Credit Agreement, dated as of December 6, 2024, by and among the Company, the guarantors from time to time party thereto, NFE Financing LLC, as lender, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent; and
◦that certain Credit Agreement, dated as of November 22, 2024, among NFE Brazil Investments LLC, a Delaware limited liability company, as borrower, NFE Financing, as lender, the guarantors from time to time party thereto, and Wilmington Savings Fund Society, FSB as administrative agent and collateral agent;
•the Terminated Debt was exchanged with the applicable Plan Creditors for a combination of the following debt obligations and equity securities:
◦100% of the common equity interests in BrazilCo;
◦$571.3 million in senior secured term loans incurred by the Company, as borrower, and guaranteed by certain subsidiaries of the Company (the “New CoreCo Take-Back Term Loans”);
◦2,454,936 shares of CoreCo’s Series A Mandatorily Convertible Preferred Stock (the “CoreCo Mandatorily Convertible Preferred Stock”);
◦10,608,922 shares of the Company’s Class A common stock (“CoreCo common stock”), representing 65% of the CoreCo common stock as of the Closing Date (giving effect to the Reverse Split (as defined below), but before giving effect to any incentive plan for directors, officers and other employees of the Company or any conversion of the CoreCo Mandatorily Convertible Preferred Stock), with existing stockholders retaining the other 35%;
◦$400 million in non-recourse senior secured term loans (the “FLNG 2 Term Loans”) incurred by NFE FLNG 2 Parent LLC (“FLNG 2 Parent”), a newly formed holding company, payable in full on the third anniversary of the Closing Date, guaranteed by, and secured by substantially all of the assets of, the subsidiaries of FLNG 2 Parent, including NFE FLNG 2 LLC (“FLNG 2”), which is a wholly owned consolidated subsidiary of the Company that owns the Company’s FLNG 2 assets; and
◦$200 million in non-convertible, preferred equity interests (the “FLNG 2 Preferred Interests”) issued by FLNG 2 Parent;
•the Company’s existing letter of credit facility was amended and restated (the “Amended LC Facility”) and provides for a $250 million committed letter of credit facility. Certain letters of credit issued under the Company’s Revolving Credit Agreement will be replaced by letters of credit issued under the Amended LC Facility;
•the Company raised $136.5 million of new financing from certain existing creditors (the “CoreCo Capital Raise”), comprised of $36.5 million ($35 million issued with 4% original issue discount) of new senior secured term loans (the “Capital Raise Senior Term Loans,” and together with the New CoreCo Take-Back Term Loans, the “New CoreCo Senior Term Loans”) and $100 million of new junior term loans plus an additional $3 million premium on such junior term loans to be paid in kind which rank junior in right of payment to the New CoreCo Senior Term Loans (such junior loans, collectively, the “Capital Raise Junior Term Loans,” and together with the Capital Raise Senior Term Loans, the “Capital Raise Term Loans”); and
•BrazilCo paid approximately $74 million to CoreCo in satisfaction of certain existing intercompany obligations.
As previously disclosed, on March 31, 2026, Wesley R. Edens, the Chief Executive Officer of the Company and a member of the Board of Directors of the Company (the “Board of Directors”), purchased at a discount approximately $110 million aggregate principal amount of the loans issued pursuant to Term Loan A Credit Agreement. By virtue of his ownership of such loans, Mr. Edens received a pro rata portion of the consideration received by the lenders under the Term Loan A Credit Agreement, consisting of, among other things, 208,588 shares of CoreCo common stock and 48,288 shares of CoreCo Mandatorily Convertible Preferred Stock. Additionally, pursuant to the terms of the RSA, on the Closing Date, Mr. Edens purchased from certain Plan Creditors 28,313 shares of CoreCo common stock and 6,671 shares of CoreCo Mandatorily Convertible Preferred Stock for aggregate consideration of $1,667,985.02.
The foregoing description of the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the RSA, the Restructuring Plans, and the other definitive documents referred to in the RSA.
Separation Agreement
On the Closing Date, the Company entered into a Separation Agreement (the “Separation Agreement”) with NFE Brazil Holdings Limited, a Bermuda exempted company limited by shares (“NFE Brazil”), and Bradford County Holdings Limited, a Bermuda exempted company limited by shares (together with NFE Brazil, “Brazil TopCo”), that sets forth, among other things, the agreements between the Company and Brazil TopCo regarding the principal actions to be taken in connection with the separation of the Company’s Brazil business from its other businesses and the transfer of all of the issued and outstanding equity interests of Brazil TopCo to certain holders of the Company’s debt, pursuant to the RSA and the Restructuring Plans (collectively, the “BrazilCo Separation”). It also sets forth other agreements that govern certain aspects of the Company’s relationship with Brazil TopCo following the BrazilCo Separation. A summary of certain terms and conditions of the Separation Agreement can be found in the section entitled “Background of the Restructuring Transaction Proposals—Separation of Brazil Business—Separation Agreement” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 27, 2026. Such summary is incorporated into this Item 1.01 by reference as if restated in full.
The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
Transition Services Agreement
On the Closing Date, the Company entered into a Transition Services Agreement with NFE Brazil (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, the Company will provide certain transitional services to NFE Brazil. The services, including, without limitation, information technology support, trademark management support and logistics support, will be provided for a limited time following the consummation of the BrazilCo Separation, and will be provided for specified fees as mutually agreed by the Company and NFE Brazil.
CoreCo Credit Agreement
On the Closing Date, the Company, as borrower, entered into a Credit Agreement (the “New CoreCo Credit Agreement”) with the guarantors party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, providing for (i) a senior secured term loan facility (the “New CoreCo Senior Term Loan Facility”) consisting of the New CoreCo Take-Back Term Loans issued in a cashless rollover of certain of the Company’s existing revolving credit and term loan indebtedness and the Capital Raise Senior Term Loans and (ii) a junior term loan facility (the “New CoreCo Junior Term Loan Facility”, and together with the New CoreCo Senior Term Loan Facility, the “New CoreCo Term Loan Facility”) consisting of the Capital Raise Junior Term Loans. The Capital Raise Term Loans were funded by a fronting lender on the Closing Date on behalf of the participating lenders and such loans will subsequently be assigned to such lenders. Plan Creditors may subscribe for their pro rata portion of the Capital Raise Senior Term Loans and/or the Capital Raise Junior Term Loans as described in Item 7.01 below. The New CoreCo Credit Agreement also provides the Company with the ability to incur up to $50.0 million of additional Capital Raise Junior Loans after the Closing Date pursuant to an incremental amendment.
The New CoreCo Term Loan Facility is guaranteed, jointly and severally, on a senior secured basis by the Company and each of its restricted material subsidiaries, subject to certain exceptions and exclusions (collectively, the “New CoreCo Loan Parties”) and are secured by first-priority liens (ranking junior only to certain permitted liens, including the super priority liens securing New CoreCo LC Facility (as defined below) on substantially all of the assets of the New CoreCo Loan Parties, subject to certain exceptions and exclusions. The New CoreCo Term Loan Facility is subject to a customary intercreditor agreement with respect to the liens securing the New CoreCo LC Facility, pursuant to which the liens under the New CoreCo LC Facility rank senior to the liens under the New CoreCo Term Loan Facility with respect to shared collateral.
The New CoreCo Senior Term Loans bear interest at Term SOFR plus a fixed rate of 6.125% per annum payable in cash (the “Senior Cash Rate”), and the Capital Raise Junior Term Loans bear interest at Term SOFR plus a fixed rate of 8.125% per annum payable in cash (the “Junior Cash Rate,” and together with the Senior Cash Rate, the “Cash Rate”). The Company will be permitted to, at its option, pay interest in kind during the period commencing on the Closing Date or any incremental term loan funding date and ending on the last day of the first full fiscal quarter after the 18-month anniversary thereof, at a rate equal to the applicable Cash Rate plus 1.50% with respect to the New CoreCo Senior Term Loans and 2.00% with respect to the Capital Raise Junior Term Loans, compounding at the end of the applicable interest period (but at least quarterly). The New CoreCo Term Loan Facility matures five (5) years after the Closing Date, subject to extensions of the maturity date of the New CoreCo Term Loans as set forth in the New CoreCo Credit Agreement, and will amortize at a rate of 1.00% per annum.
The New CoreCo Term Loans may be voluntarily prepaid by the Company, in whole or in part. Voluntary prepayments of the New CoreCo Senior Term Loans are subject to a prepayment premium equal to 2.00% of the aggregate principal amount prepaid plus accrued and unpaid interest during the first year following the Closing Date, after which no prepayment premium will apply. Voluntary prepayments of the Capital Raise Junior Term Loans are subject to a make-whole premium during the first two years following the Closing Date, a prepayment premium of 3.00% during the third year, and a prepayment premium of 1.50% during the fourth year, in each case, calculated on the aggregate principal amount of the Capital Raise Junior Term Loans prepaid plus accrued and unpaid interest. The Company is required to prepay the New CoreCo Term Loans at par with the net proceeds of non-ordinary course asset sales (subject to certain exceptions), property/insurance claims, condemnation proceedings and certain other events enumerated in the New CoreCo Credit Agreement after first prepaying or cash collateralizing the Super Priority Obligations to the extent required by the terms of the New CoreCo LC Facility. Any Capital Raise Junior Term Loans that are prepaid in connection with a non-ordinary course asset sale will be subject to a prepayment premium of 3.00% on the principal amount prepaid due on the date of prepayment regardless when such asset sale occurs. The New CoreCo Loan Parties do not have reinvestment rights.
The New CoreCo Credit Agreement contains usual and customary representations and warranties for transactions of this type, and usual and customary affirmative and negative covenants for transactions of this type, in each case, subject to applicable materiality qualifiers, thresholds and exceptions as set forth in the New CoreCo Credit Agreement. The affirmative covenants include, among other things, the delivery of financial statements and notices, payment of taxes and other obligations, preservation of existence and compliance with applicable laws and regulations, maintenance of property and insurance, and compliance with the use of proceeds.
The negative covenants include, among other things, limitations on restricted payments, paying dividends and making other payments affecting restricted subsidiaries, limitations on the incurrence of indebtedness and the creation of new liens, limitations of effectuating assets sales, mergers, or the consolidation or sale of all or substantially all assets, limitations on amending certain agreement, limitations on transactions with affiliates and restrictions relating to anti-money laundering, anti-corruption and sanctions laws.
The New CoreCo Credit Agreement includes usual and customary events of default for transactions of this type. These include, among other things, non-payment of principal, interest, fees or other amounts, material breach of representations or warranties, covenant defaults, cross-defaults with respect to other material debt, material judgments, bankruptcy or insolvency, ERISA-related defaults and impairment of security.
The foregoing description of the New CoreCo Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New CoreCo Credit Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
FLNG 2 Credit Agreement
On the Closing Date, FLNG 2 Parent, as borrower, entered into a new non-recourse senior secured term loan agreement (the “FLNG 2 Credit Agreement”) with its subsidiaries, as guarantors, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, in an aggregate principal amount equal to $400 million (the “FLNG 2 Term Loan Facility”). The FLNG 2 Term Loans were deemed funded through a cashless rollover of certain amounts outstanding under the Company’s existing credit agreements. The Company was the initial lender of the FLNG 2 Term Loans and such loans were subsequently assigned to the participating lenders pursuant to a master assignment agreement on the Closing Date. On the Closing Date, FLNG 2 Parent entered into back-to-back debt arrangements with respect to the FLNG 2 Term Loans.
The FLNG 2 Term Loans bear interest at Term SOFR plus a fixed rate of 3.00% per annum payable in-kind and capitalized on the last day of each interest period (which will be at least quarterly). The FLNG 2 Term Loan Facility matures three (3) years after the Closing Date and has no amortization.
The FLNG 2 Term Loans are guaranteed, jointly and severally, on a senior secured basis by FLNG 2 Parent and each of its subsidiaries (collectively, the “FLNG 2 Loan Parties”), and are secured by first-priority liens on all of the assets of the FLNG 2 Loan Parties, subject to certain exceptions.
The FLNG 2 Term Loans may be voluntarily prepaid by FLNG 2 Parent, in whole or in part, subject to a prepayment premium equal to 3.00% of the aggregate principal amount of such term loans prepaid plus accrued and unpaid interest during the third year following the Closing Date. There is no prepayment premium if the FLNG 2 Term Loans are prepaid during the first or second year following the Closing Date. FLNG 2 Parent is required to prepay the FLNG 2 Term Loans at par with the net proceeds of non-ordinary course asset sales, condemnations, property and insurance claims, and certain other events enumerated in the FLNG 2 Credit Agreement, in each case only after (x) payment in full of all obligations owing by any FLNG 2 Loan Party in respect of permitted management services provided by the New CoreCo
Loan Parties to any FLNG 2 Loan Party and (y) payments in respect of awards under a cash incentive program for officers and employees involved in the development of certain FLNG 2 projects. The FLNG 2 Loan Parties do not have reinvestment rights.
The FLNG 2 Credit Agreement contains limited representations and warranties and affirmative and negative covenants, in each case, subject to applicable materiality qualifiers, thresholds and exceptions as set forth in the FLNG 2 Credit Agreement. The affirmative covenants include, among other things, the delivery of financial statements and notices; payment of taxes and other obligations, preservation of existence and compliance with applicable laws and regulations, maintenance of property and insurance, and compliance with the use of proceeds. The negative covenants include, among other things, limitations on restricted payments, paying dividends and making other payments affecting restricted subsidiaries, limitations on the incurrence of indebtedness and the creation of new liens, limitations of effectuating assets sales, mergers, or the consolidation or sale of all or substantially all assets, limitations on transactions with affiliates and restrictions relating to anti-money laundering, anti-corruption and sanctions laws.
The FLNG 2 Credit Agreement includes usual and customary events of default. These include, among other things, non-payment of principal, interest, fees or other amounts, material breach of representations or warranties, covenant defaults, cross-defaults with respect to other material debt, material judgements, bankruptcy or insolvency, ERISA-related defaults and impairment of security.
The foregoing description of the FLNG 2 Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the FLNG 2 Credit Agreement, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
Letter of Credit Facility
On the Closing Date, the Company’s existing letter of credit facility with the guarantors from time to time party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and the lenders and issuing banks from time to time party thereto was amended and restated in its entirety (as so amended and restated, the “Amended LC Agreement”). The Amended LC Agreement provides for a total letter of credit commitment of $250 million (the “New CoreCo LC Facility”). The New CoreCo LC Facility will mature March 15, 2028, subject to extension. Letters of credit under the Amended LC Agreement bear a letter of credit fee of 2.50% per annum and a fronting fee of 0.35% per annum on the stated amount of outstanding letters of credit, as well as an unused commitment fee of 1.00% per annum on the undrawn portion of the total letter of credit commitment.
The obligations under the Amended LC Agreement are guaranteed by each restricted material subsidiary of the Company that becomes a guarantor thereunder, subject to certain exceptions and exclusions, and are secured by first-priority liens (subject only to certain permitted liens) on substantially all of the assets of the Company and such guarantors, subject to certain exceptions and exclusions. The Amended LC Agreement is subject to a customary intercreditor agreement with respect to the liens securing the New CoreCo Term Loan Facility, pursuant to which the liens under the Amended LC Agreement rank senior to the liens under the New CoreCo Term Loan Facility with respect to shared collateral.
Letters of credit may be issued in US Dollars, Euros or Mexican Pesos. Letters of credit denominated in a currency other than US Dollars are subject to additional cash collateralization requirements: 10.0% of the stated amount for Euro-denominated letters of credit and 15.0% of the stated amount for Mexican Peso-denominated letters of credit. The Amended LC Agreement requires that net proceeds from asset sales, recovery events and certain other events be applied first to repay any unpaid drawings and other reimbursement obligations then payable, and then to cash collateralize the outstanding letters of credit by depositing dollars in the collateral account in an amount not to exceed 102% of the dollar equivalent of the LC exposure.
The Amended LC Agreement contains usual and customary representations and warranties, and affirmative and negative covenants that generally track the New CoreCo Credit Agreement, in each case, subject to applicable materiality qualifiers, thresholds and exceptions. The negative covenants include, among other things, limitations on restricted payments, paying dividends and making other payments affecting restricted subsidiaries, limitations on the incurrence of indebtedness and the creation of new liens, limitations on asset sales, mergers, or the consolidation or sale of all or substantially all assets, limitations on amending certain agreements, limitations on transactions with affiliates and restrictions relating to anti-money laundering, anti-corruption and sanctions laws. The Amended LC Agreement does not contain any financial covenants.
The Amended LC Agreement includes usual and customary events of default, including, among other things, non-payment of principal, interest, fees or other amounts, material breach of representations or warranties, covenant defaults, cross-defaults with respect to other material debt, material judgments, bankruptcy or insolvency, ERISA-related defaults,
impairment of security, change of control, and the delivery of audited financial statements with a going concern qualification (subject to certain exceptions).
The foregoing description of the Amended LC Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended LC Agreement, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
Registration Rights Agreement; Shareholders’ Agreement
On the Closing Date, the Company entered into a Registration Rights Agreement with certain Plan Creditors pursuant to which such Plan Creditors are entitled to registration rights with respect to the shares of CoreCo common stock and CoreCo Mandatorily Convertible Preferred Stock received by such Plan Creditors as part of the Transaction, together with the shares of CoreCo common stock into which such CoreCo Mandatorily Convertible Preferred Stock are convertible (collectively, the “Registrable Securities”). Under the terms of the Registration Rights Agreement, the Company is required to prepare and file a registration statement on Form S-1 with the SEC within 10 business days of the Closing Date to register the resale of the Registrable Securities (the “S-1 Resale Shelf”). The Company will use its commercially reasonable efforts to have the S-1 Resale Shelf declared effective as soon as practicable after the filing thereof, but no later than 30 calendar days after the filing thereof (or 90 calendar days after the filing thereof if the SEC notifies the Company that it will “review” the S-1 Resale Shelf). Any Registrable Securities will cease to be Registrable Securities on the first date that (i) all such securities have become freely tradable under Rule 144 under the Securities Act without a holding period, current public information requirement, limitation on volume, manner of sale restrictions or notice requirements and (ii) any and all securities law restrictive legends or designations associated with such shares have been removed.
The S-1 Resale Shelf will provide for offerings on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Company will use commercially reasonable efforts to prepare and file such amendments, post-effective amendments and supplements to the S-1 Resale Shelf as may be necessary to keep the S-1 Resale Shelf effective until the earlier of (1) the date that no Registrable Securities remain, (2) the date that all Registrable Securities have been sold pursuant to Rule 144 or a registration statement or (3) the date the S-3 Resale Shelf (as defined below) has become effective.
Once the Company is eligible to file a shelf registration statement on Form S-3, the Company will use commercially reasonable efforts to, as promptly as practicable, file a registration statement under the Securities Act on Form S-3 (or similar or successor form) (the “S-3 Resale Shelf”), covering the remaining Registrable Securities that have not been sold pursuant to Rule 144 or a registration statement. The Company will use commercially reasonable efforts to prepare and make all such filings as may be necessary to keep the S-3 Resale Shelf effective until the earlier of (1) the date that no Registrable Securities remain and (2) the date that all such Registrable Securities have been sold pursuant to Rule 144 or a registration statement.
Under the Registration Rights Agreement, the Plan Creditors party thereto will have certain “demand” and “piggyback” registration rights and indemnification rights customary for transactions of this type, and the Company will under certain circumstances have the right to defer the registration and/or suspend the use of a registration statement or prospectus.
On the Closing Date, the Company also amended and restated its Shareholders’ Agreement, dated February 4, 2019 (as amended and restated, the “Amended and Restated Shareholders’ Agreement”), to make certain changes to align the agreement with the post-Transaction structure of the Company. These changes included the removal of designation and election rights for directors of the Company, and adjustments to clarify the relationship of certain registration rights to the registration rights of the Plan Creditors under the Registration Rights Agreement.
The foregoing descriptions of the Registration Rights Agreement and the Amended and Restated Shareholders’ Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement and the Amended and Restated Shareholders’ Agreement, which are attached as Exhibits 10.5 and 10.6 to this Current Report, and incorporated herein by reference.
Settlement of EB-5 Loan Agreement
On the Closing Date, New Fortress Energy Inc. received a release from the lender under that loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program (the “EB-5 Loan Agreement”), dated as of July 21, 2023, of its further obligations and liabilities under its guaranty thereof, relating to the development and construction of the ZeroParks green hydrogen facility, in exchange for, among other things, the issuance or transfer, as applicable, to the lender under the EB-5 Loan Agreement of (i) 100% of the issued and outstanding membership interests of the borrower under the EB-5 Loan Agreement; (ii) a $22.5 million promissory note bearing interest at 7.0% per annum, payable in-kind
at the Company’s option for the first 18 months, and maturing December 31, 2029; and (iii) either (x) $10 million in cash or (y) 164,864 shares of CoreCo common stock (giving effect to the Reverse Split), at the Company’s option, on the third anniversary of the Closing Date.
Item 1.02. Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 4 business days following the date hereof.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
On the Closing Date, the Company issued 10,608,922 shares of CoreCo common stock and 2,454,936 shares of CoreCo Mandatorily Convertible Preferred Stock, and FLNG 2 Parent issued 200,000 FLNG 2 Preferred Interests, to the applicable Plan Creditors pursuant to the Restructuring Plans and the RSA.
Description of CoreCo Mandatorily Convertible Preferred Stock
The CoreCo Mandatorily Convertible Preferred Stock has an initial liquidation preference of $1,000 per share. Holders of the CoreCo Mandatorily Convertible Preferred Stock will be entitled, in arrears, to a cumulative quarterly compounding dividend, which will accrue automatically via an increase to liquidation preference, with a cumulative per annum preferred return of 3.0%, 5.0% and 7.0% in each of the three years, respectively, prior to mandatory conversion. The CoreCo Mandatorily Convertible Preferred Stock will participate on an as-converted basis in any dividends and distributions on, and vote together on an as-converted basis with holders of, CoreCo common stock. The CoreCo Mandatorily Convertible Preferred Stock will be subordinated in right of payment to all existing and future indebtedness of the Company and senior in right of payment to all existing and future equity securities of CoreCo.
CoreCo will have the right to redeem or repurchase the CoreCo Mandatorily Convertible Preferred Stock (A) at any time and from time to time, in full or in part, with proceeds from (i) operating cash flows, (ii) asset sales, (iii) capital that is junior to the CoreCo Mandatorily Convertible Preferred Stock and (iv) to the extent CoreCo’s resulting indebtedness would not exceed that outstanding as of the Closing Date, debt issuances, and (B) at any time, in full, with proceeds from one or more debt issuances, in each case of (A) and (B), at a redemption price equal to the then-current liquidation preference.
The CoreCo Mandatorily Convertible Preferred Stock issued on the Closing Date, together with any shares of CoreCo Mandatorily Convertible Preferred Stock issued pursuant to the Amended and Restated 2019 Omnibus Incentive Plan, will mandatorily convert on the third anniversary of the Closing Date into shares of CoreCo common stock representing 87% of the fully diluted CoreCo common stock outstanding as of the Closing Date (after giving effect to the shares of CoreCo common stock issued on the Closing Date and assuming the issuance in full of shares of CoreCo common stock reserved for issuance under the Amended and Restated 2019 Omnibus Incentive Plan). The initial conversion rate of 46.441271 shares of CoreCo common stock per share of CoreCo Mandatorily Convertible Preferred Stock will be subject to customary adjustments for stock splits, distributions, reorganizations and reclassifications, as well as to certain price-based anti-dilution adjustments for subsequent issuances of CoreCo common stock (or securities convertible into or exercisable for CoreCo common stock) made by the Company while the CoreCo Mandatorily Convertible Preferred Stock remains outstanding (subject to certain exempt issuances).
The CoreCo Mandatorily Convertible Preferred Stock is expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “NFEGP” on September 11, 2026. The CUSIP number for the CoreCo Mandatorily Convertible Preferred Stock is 643926207.
The foregoing description of the Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation included as part of the A&R Certificate of Incorporation (as defined below), a copy of which is attached hereto as Exhibit 3.1 and which is incorporated by reference herein.
Description of FLNG 2 Preferred Equity
The FLNG 2 Preferred Interests consist of one class of two hundred thousand (200,000) non-convertible voting perpetual preferred limited liability company membership interests in FLNG 2 Parent. The FLNG 2 Preferred Interests are subordinated to all existing and future indebtedness of FLNG 2 Parent, and are, with respect to rights upon any liquidation, senior to all existing and future equity securities of FLNG 2 Parent (including the common interests of FLNG 2 Parent), unless otherwise approved or consented to by the holders of at least a majority of the FLNG 2 Preferred Interests (the “Required Preferred Members”). The holders of the FLNG 2 Preferred Interests are entitled to 100% of the voting power for the board of directors of FLNG 2 Parent. The amended and restated limited liability company agreement of FLNG 2 Parent (the “A&R FLNG 2 Parent LLCA”) contains certain protective consent rights requiring the prior affirmative vote or written consent of the Required Preferred Members for specified actions, including with respect to amendments and modifications of the A&R FLNG 2 Parent LLCA, changes to the capital structure of FLNG 2 Parent, authorization or issuance of new or reclassified equity securities of FLNG 2 Parent and transfers of common interests of FLNG 2 Parent.. On the Closing Date, FLNG 2 Parent entered into back-to-back preferred equity arrangements with respect to the FLNG 2 Preferred Interests with FLNG 2.
FLNG 2 Parent generally has the right, but not the obligation, to redeem each of the outstanding FLNG 2 Preferred Interests in cash at any time and from time to time, in full or in part, at a redemption price equal to the liquidation preference of $1,000 per FLNG 2 Preferred Interest. For so long as any FLNG 2 Preferred Interests remain outstanding, no later than five (5) business days following the receipt by FLNG 2 Parent or any of its subsidiaries of any portion of the net proceeds from any asset sale, FLNG 2 Parent shall deliver a redemption notice providing for the payment in cash of each FLNG 2 Preferred Interest’s pro rata share of such net proceeds (after taking into account any cash required or elected to be paid or reserved pursuant to the FLNG 2 Credit Agreement). No distributions shall be made on common interests of FLNG 2 Parent or any other equity securities junior to the FLNG 2 Preferred Interests at any time that any FLNG 2 Preferred Interests remain outstanding.
The foregoing description of the A&R FLNG 2 Parent LLCA and the FLNG 2 Preferred Interests is not complete and is qualified in its entirety by reference to the full text of the A&R FLNG 2 Parent LLCA, a copy of which is attached hereto as Exhibit 3.3 and which is incorporated by reference herein.
The offer and sale of the shares of CoreCo common stock, CoreCo Mandatorily Convertible Preferred Stock and FLNG 2 Preferred Interests in connection with the Transaction are being made in reliance upon an exemption from registration in Section 3(a)(10) of the Securities Act. Any shares of CoreCo common stock deliverable upon conversion of shares of the CoreCo Mandatorily Convertible Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act. Any shares of CoreCo common stock issued in connection with the settlement of the EB-5 Loan Agreement will be issued in reliance upon the exemption from registration in Section 4(a)(2) of the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
In connection with the consummation of the Transaction, each of Desmond Iain Catterall, David J. Grain, C. William Griffin, Timothy W. Jay, Randal A. Nardone and Katherine E. Wanner resigned from their positions as members of the Board of Directors, as well as their respective positions as members of various committees thereof, in each case, effective on the Closing Date substantially concurrently with the consummation of the Transaction. No decision to resign resulted from any disagreement with the Company or its management.
Appointment of Directors
On the Closing Date, immediately following the consummation of the Transaction, the Board of Directors decreased its size from eight (8) members to seven (7) members.
Immediately following the consummation of the Transaction, the Board of Directors appointed Anthony M. Abate (62), Douglas S. Aron (52), Maria V. Gordon (52), Steven J. Pully (66) and William P. Wall (64) (each, a “New Director”) to serve as directors of the Company to fill the five (5) vacancies created by the aforementioned resignations.
The initial term of each New Director will continue until the 2027 annual meeting of shareholders. In accordance with the RSA discussed above in Item 1.01, the holders of a majority of the outstanding debt under the Revolving Credit Agreement designated Mr. Pully for appointment to the Board of Directors, and holders of a majority of the outstanding debt under the Term Loan B Credit Agreement, together with holders of a majority of the outstanding New 2029 Notes, designated Ms. Gordon and Messrs. Abate, Aron and Wall for appointment to the Board of Directors, with Mr. Wall designated as Non-Executive Chair of the Board of Directors, and designated Charles M. Sledge to continue to serve as a member of the Board of Directors. Mr. Sledge presently intends to remain a member of the Board of Directors through December 31, 2026. The Company also understands Mr. Sledge is expected to serve on the board of directors of BrazilCo.
Ms. Gordon and Messrs. Pully and Aron will serve as members of the Audit Committee, with Mr. Pully serving as chair. Ms. Gordon and Messrs. Abate and Sledge will serve as members of the Compensation Committee, with Mr. Abate serving as chair. Messrs. Abate, Aron and Wall will serve as members of the Nominating and Corporate Governance Committee, with Mr. Wall serving as chair.
The Board of Directors has determined that each New Director is an “independent” director under the Company’s Corporate Governance guidelines and the Listing Rules of the Nasdaq Stock Market, as well as the applicable rules promulgated by the SEC. There are no transactions to which the Company or any of its subsidiaries is a party and in which any New Director has a material interest.
In connection with their appointment to the Board of Directors, the Company entered into its standard indemnification agreement (“Indemnification Agreements”) with each of the New Directors, a form of which is filed as Exhibit 10.7 hereto and incorporated herein by reference. These Indemnification Agreements require the Company to indemnify each New Director to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Replacement of Non-Employee Director Cash Compensation Program
In connection with and effective as of the consummation of the Transaction, the newly-constituted Board of Directors, at the recommendation of the Compensation Committee, terminated the Company’s existing non-employee director compensation program and replaced it with a new program (the “New Director Compensation Program”). Under the New Director Compensation Program, the New Directors, together with Mr. Sledge (the “Non-Executive Directors”), are eligible to receive annual cash retainers (prorated for any partial years of service) of $150,000, with the Non-Executive Chair of the Board of Directors receiving an additional annual cash retainer of $150,000 for service as chair. The Non-Executive Chair of the Board of Directors and the other Non-Executive Directors are also eligible to receive an annual equity equivalent value cash retainer of $450,000 and $250,000, respectively, until the Compensation Committee determines to replace the annual equity equivalent value cash retainers with equity or equity-based awards of appropriate value. The Non-Executive Directors are further eligible to receive the following additional annual cash fees for committee service: Audit Committee – $60,000 (Chair), $20,000 (member); Compensation Committee – $30,000 (Chair), $10,000 (member); and Nominating and Corporate Governance Committee – $25,000 (Chair), $10,000 (member). For a period following the consummation of the Transaction determined by the Compensation Committee, the Non-Executive Chair of the Board of Directors will forego any annual cash fees for committee service and instead receive an additional annual service fee of $150,000, while the other Non-Executive Directors will each receive an additional annual service fee of $60,000.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, the Company filed an Amended and Restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The A&R Certificate of Incorporation became effective upon filing.
Among other amendments, the A&R Certificate of Incorporation effected a reverse stock split of the NFE common stock at a ratio of 1-for-50 (the “Reverse Split”), which was previously approved by the Company’s stockholders on June 17, 2026 and by the Board of Directors of the Company on May 6, 2026. The CoreCo common stock will continue to trade on the Nasdaq Global Select Market under the existing ticker symbol “NFE” and will begin trading on a split-adjusted basis when the market opens on the Closing Date. The new CUSIP number for the CoreCo common stock is 644393308.
The A&R Certificate of Incorporation includes a Certificate of Designation of Series A Mandatorily Convertible Preferred Stock (the “Certificate of Designation”), establishing the rights, preferences, powers, restrictions, and limitations of the CoreCo Mandatorily Convertible Preferred Stock. The Certificate of Designation became effective upon filing. The Certificate of Designation authorizes up to 2,639,716 shares of CoreCo Mandatorily Convertible Preferred Stock. The information contained in Item 3.02 of this Current Report relating to the CoreCo Mandatorily Convertible Preferred Stock is incorporated herein by reference.
Other material amendments effected by the A&R Certificate of Incorporation include: (i) removal of the existing staggered board of directors structure; (ii) provision for the election of directors by a majority of the total votes that may be cast in the election of directors by holders of all issued and outstanding shares of the Company entitled to vote, replacing the existing plurality voting standard; (iii) increase of the minimum size of the Board of Directors from one director to three directors; (iv) provision for exculpation of certain of the Company’s officers from liability to the extent permitted by Delaware law, substantially aligning the protections for the Company’s officers with those currently afforded to the Company’s directors; (v) removal of any and all references to shares of the Company’s Class B common stock; and (vi) provision that holders of shares of CoreCo common stock will not be entitled to vote on any amendment to the A&R Certificate of Incorporation that relates solely to the terms of one or more outstanding series of shares of preferred stock or other classes or series of capital stock if the holders of such affected classes or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant to the A&R Certificate of Incorporation or pursuant to the Delaware General Corporation Law. The Company also unanimously adopted the Amended and Restated By-Laws of the Company (the “A&R By-Laws”).
The foregoing descriptions of the A&R Certificate of Incorporation and A&R By-Laws are not complete and are qualified in their entirety by reference to the full text of the A&R Certificate of Incorporation and A&R By-Laws, copies of which are attached hereto as Exhibits 3.1 and 3.2 and which are incorporated by reference herein.
Item 7.01. Other Events.
On September 11, 2026, the Company issued a press release announcing the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
Cleansing Material
The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K certain information (the “Cleansing Information”) previously shared with certain of the Company’s existing creditors regarding the continuing liquidity needs of the Company and its subsidiaries, as well as certain details relating to one or more potential capital raises to support the Company’s continuing operations, together with the CoreCo Capital Raise. The Cleansing Information also includes certain information relating to BrazilCo’s liquidity and capital needs.
The Cleansing Information was prepared solely to facilitate discussions with parties subject to confidentiality agreements and was not prepared with a view toward public disclosure, and the Cleansing Information should not be relied upon to make an investment decision with respect to the Company. The Cleansing Information should not be regarded as an indication that the Company or any third party considers the Cleansing Information to be material non-public information or a reliable prediction of future events, and the Cleansing Information should not be relied upon as such. The Cleansing Information includes certain values for illustrative purposes only, and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied upon as such. Neither the Company nor any third party makes any representation to any person regarding the accuracy or completeness of any Cleansing Information or undertakes any obligation to update the Cleansing Information to reflect circumstances existing after the date when the Cleansing Information was prepared or conveyed or to reflect the occurrence of future events, even if any or all of the assumptions underlying the Cleansing Information become or are shown to be incorrect.
The foregoing description of the Cleansing Information is qualified by reference to the complete presentation of the Cleansing Information, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information set forth in this Current Report and the exhibits attached hereto are not an offer to sell or exchange, or solicitation of an offer to buy, any securities, or a solicitation of consents with respect to any securities.
Right of participation in Capital Raise Term Loans
Plan Creditors receiving New CoreCo Take-Back Term Loans under the Restructuring Plans may participate in their pro rata share of the Capital Raise Senior Term Loans.
Plan Creditors receiving CoreCo Mandatorily Convertible Preferred Stock as consideration under the Restructuring Plans may participate in their pro rata share of the Capital Raise Junior Term Loans.
Plan Creditors who would like to subscribe to their pro rata portion of the relevant Capital Raise Term Loans should contact Houlihan Lokey at NFEfinancing@hl.com no later than 5:00 p.m. EDT on September 17, 2026. Final allocations and transfer of participations are expected to be made on September 22, 2026.
Cautionary Note on Information Regarding Projections
The financial projections, prospective financial information and forecasts (collectively, the “Projections”) included in the Cleansing Information were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for the presentation and preparation of “prospective financial information.” The Company generally does not publicly disclose detailed prospective financial information. The Projections were prepared solely for the limited purpose of providing information in connection with the Company’s discussions about a potential transaction and should not be relied on to make an investment decision with respect to the Company.
The Projections have been prepared by, and are the responsibility of, the Company’s management. The Projections do not purport to present the Company’s financial condition in accordance with generally accepted accounting principles in the United States (“GAAP”). Neither the Company’s independent registered public accounting firm nor any other independent accountant has audited, reviewed, examined, compiled, or performed any procedures with respect to the Projections and, accordingly, none has expressed any opinion or any other form of assurance on such information or its achievability and none assumes any responsibility for the Projections.
The inclusion of the Projections should not be regarded as an indication that the Company or any other person considered, or now consider, the Projections to be a reliable prediction of future events, and does not constitute an admission or representation by any person that the expectations, beliefs, opinions, and assumptions that underlie such forecasts remain the same as of the date of this Current Report, and readers are cautioned not to place undue reliance on the prospective financial information.
The estimates and assumptions underlying the Projections are subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and many of which are beyond the control of the Company and may not prove to be accurate. The Projections also do not reflect future changes in general business or economic conditions, or any other transaction or event that may occur and that was not anticipated at the time this information was prepared. The Projections are not, and should not be regarded as, a representation that any of the expectations contained in, or forming a part of, the Projections will be achieved. The Projections are forward-looking in nature. Further, the Projections relate to multiple future years and such information by its nature becomes less predictive with each succeeding day.
The Projections include non-GAAP financial measures, as described in the Cleansing Information. The Company cannot provide a reconciliation between the non-GAAP financials measures included in the Projections and the most directly comparable GAAP measures without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results.
The information contained in Item 7.01 and Exhibits 99.1 and 99.2 of Item 9.01 of this Current Report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in Items 7.01 and Exhibits 99.1 and 99.2 of Item 9.01 of this Current Report shall not be incorporated by reference into any registration statement or other document or filing under 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 Current Report includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, 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 Current Report to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements include, but are not limited to, statements related to the Transaction described above, including the Company’s expectations regarding the effect and benefits of the transaction. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the SEC, including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report or to reflect the occurrence of unanticipated events or otherwise.
No Offer or Solicitation
The information set forth in this Current Report and the exhibits attached hereto is not an offer to sell or exchange, or solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for, any securities, or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction in connection with the Transaction, the CoreCo Capital Raise or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 4 business days following the date hereof.
(d) Exhibits
| Exhibit No. | Description | ||||
3.1 | Amended and Restated Certificate of Incorporation of New Fortress Energy Inc. | ||||
3.2 | Amended and Restated By-Laws of New Fortress Energy Inc. | ||||
3.3 | Amended and Restated Limited Liability Company Agreement of NFE FLNG 2 Parent LLC | ||||
10.1* | Separation Agreement, dated as of September 11, 2026, by and among New Fortress Energy Inc., NFE Brazil Holdings Limited and Bradford County Holdings Limited | ||||
10.2* | CoreCo Credit Agreement, dated as of September 11, 2026, by and between New Fortress Energy Inc. and Wilmington Trust, National Association, as administrative agent and collateral agent | ||||
10.3* | Credit Agreement, dated as of September 11, 2026, among NFE FLNG 2 Parent LLC, the guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent | ||||
10.4* | Amended and Restated Credit Agreement, dated as of September 11, 2026, New Fortress Energy Inc., the guarantors party thereto, Natixis, New York Branch, as administrative agent and collateral agent and the lenders and issuing banks party thereto | ||||
10.5 | Registration Rights Agreement, dated September 11, 2026, by and among New Fortress Energy Inc. and the various investors party thereto | ||||
10.6 | Amended and Restated Shareholders’ Agreement, dated September 11, 2026, by and among New Fortress Energy Inc., Edens Family Partners LLC, WRE 2012 GST Exempt Trust LLC and Randal A. Nardone | ||||
10.7 | Form of Indemnification Agreement | ||||
99.1 | Press Release, dated as of September 11, 2026 | ||||
99.2 | Cleansing Information, dated as of September 11, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
*Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request
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: September 11, 2026 | By: | /s/ Frederick W. Hundt | ||||||
| Name: | Frederick W. Hundt | |||||||
| Title: | Chief Financial Officer and Chief Accounting Officer | |||||||
New Fortress Energy Inc. Successfully Completes Restructuring and Recapitalization Transaction & Capital Raise Participation
New Fortress Energy Inc. (NASDAQ: NFE) (together with its direct and indirect subsidiaries, “NFE” or the “Company”) is pleased to announce that it has successfully completed its restructuring and recapitalization transaction in relation to the consensual UK Restructuring Plan (the "UK RP") between its subsidiaries and certain of their creditors (the “Plan Creditors”). The UK RP was approved on June 18, 2026 and recognition of the UK RP was confirmed by the United States Bankruptcy Court for the Southern District of New York on June 26, 2026. The Company has now completed all steps, satisfied all conditions and obtained all necessary approvals in relation to the implementation of the UK RP and the Restructuring Effective Date occurred today.
As a result of the completion of the transaction, the Company’s Brazilian business and operations have been separated to establish two distinct, standalone enterprises, BrazilCo and "New NFE". The transaction provided for the extinguishment of ~$5.7 billion of third party debt with Plan Creditors receiving: (i) all of the equity of BrazilCo, (ii) preferred equity of "New NFE" with $2.45 billion of liquidation preference, (iii) 65% of the common equity of "New NFE" and (iv) ~$571.3 million of "New NFE" Term Loans. Plan Creditors with claims against FLNG 2 also received preferred equity relating to, and Term Loans with limited recourse to, the FLNG 2 assets.
"New NFE" also raised $136.5 million of new financing that was funded on the Restructuring Effective Date. Certain Plan Creditors have the opportunity to participate in the new financing and should refer to the Company’s Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission for more details and contact Houlihan Lokey at NFEfinancing@hl.com no later than 5:00 pm EDT on September 17, 2026 if they would like to participate.
Having successfully streamlined and significantly deleveraged, "New NFE" is expected to be strategically positioned for sustainable growth.
“This restructuring marks a new beginning for our company,” said Wes Edens, CEO of New Fortress Energy.
“The UK RP restructuring results in the “New NFE” being a much simpler, more streamlined company. The Company owns a portfolio of critical LNG and power assets. Specifically, we own a substantial and growing portfolio of LNG, terminal operations and logistics in Mexico and Puerto Rico and a 735mw power and turbine portfolio. These assets and operations produce significant cash flow today and when fully deployed in the coming months provide the opportunity for significant growth. As a result of this transaction our balance sheet has changed dramatically - overall corporate debt has been reduced from approximately $5.7 billion to approximately $700mm today. The closing today is a huge step forward for the Company and we are excited to bring a renewed focus on our mission of bringing cleaner and cheaper power to countries around the world.”
NFE is advised by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates as legal advisors, Houlihan Lokey Capital, Inc. and Alvarez & Marsal as financial advisors.
NFE Global Holdings Limited
Suite 1, 7th Floor
50 Broadway
London, SW1H 0BL
United Kingdom
NFE Brazil Newco Limited
Suite 1, 7th Floor
50 Broadway
London, SW1H 0DB
United Kingdom
About New Fortress Energy Inc.
New Fortress Energy Inc. (NASDAQ: NFE) is a global energy infrastructure company founded to 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 Regarding Forward-Looking Statements
This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the 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. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the transaction described above, including the Company’s expectations regarding the effect and benefits of the transaction. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, including risks related to the success of the Company’s transaction and risks related to strengthening the Company’s balance sheet and liquidity and improving working capital. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the SEC, including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this press release or to reflect the occurrence of unanticipated events or otherwise.
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Source: New Fortress Energy Inc.
September 11, 2026 Financing Case Cleansing Materials
Confidentiality This confidential presentation (together with the information set forth herein and any oral statements made in connection herewith, the “Presentation”) is being delivered to you by New Fortress Energy Inc. and certain of its subsidiaries (collectively, the “Company”) in connection with the evaluation of a potential financing transaction involving the Company. This Presentation constitutes “Confidential Information”, as such term is defined in the nondisclosure agreement between the recipient and the Company, and shall be used and maintained strictly in accordance with the terms of such nondisclosure agreement. This Presentation is provided for informational purposes only and does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment, or other product. This Presentation does not create any obligation of any party to enter into any further agreement or arrangement. Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a potential transaction will exist and none of the Company nor any other party will be under any legal obligation with respect to a potential transaction. Information This Presentation does not purport to contain all of the information that may be required to evaluate a possible decision to participate in the financing transaction with respect to the Company; is not intended to address the specific investment objectives, financial situations, or financial needs of any particular person; and is not intended to form the basis of any such decision by the recipient or its clients. This Presentation does not constitute investment, tax, or legal advice. No representation or warranty, express or implied, as to the accuracy or completeness of the information in this Presentation or any other written, oral, or other communications transmitted or otherwise made available to any party in the course of its evaluation of a potential transaction. No responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions, or misstatements, negligent or otherwise, relating thereto or for possible loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The information contained in this Presentation is provided as of the date hereof and is subject to updating, completion, revision, amendment, verification, correction, and other changes, which could be material. The Company disclaims any duty to update the information contained in this Presentation. Forward-looking Statements This Presentation 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 Presentation other than statements of historical information are forward-looking statements that involve known and unknown risks and relate to future events, the Company’s future financial performance, or the Company’s 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. These forward-looking statements are based upon current information and involve a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control. Actual results or events may differ materially from the results anticipated in these forward-looking statements. Specific factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to, those factors that are described in “Forward-Looking Statements” in the Company’s most recent earnings release or SEC filings and the other important factors that are described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated in the Company’s Quarterly Reports on Form 10-Q, all of which should be carefully reviewed and considered. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Company’s forward-looking statements. Other known or unpredictable factors could also have material adverse effects on future results. Any forward-looking statement only speaks as of the date on which it is made, and the Company undertakes no duty to update or revise any forward-looking statements, even though the Company’s situation may change in the future or the Company may become aware of new or updated information relating to such forward-looking statements. 2 Disclaimer
– The company delivered a forecast in March (the “Cleansing Case”) in connection with signing the RSA – Given that the RSA required CoreCo to maintain liquidity of $100M, CoreCo developed a stressed scenario of the Cleansing Case (the “Financing Case”) to account for possible contingencies – The Financing Case suggests ~$165M of new capital is required to maintain $100M of liquidity through the forecast period(1), comprised of: • $35M of pari passu debt, • $100M of junior capital, • $50M junior capital accordion (uncommitted and undrawn at close) – Importantly, CoreCo believes that it can work to reduce or eliminate the need to draw on the accordion through utilizing the intermediation facility beyond its currently committed amount – As a result of this analysis, the company elected to raise $135M in new financing through the issuance of $35M of incremental first-out TL and a $100M second out TL funded at close Executive Summary 3 (1) RSA CP requires that $100M minimum liquidity test is applied as of the end of each monthly period projected by the business plan
4(1) Beginning May 2026 Key Assumption Differences Between Cleansing and Financing Case Cleansing Case Financing Case Puerto Rico ▪ ~45 TBtu of 2026 consumption ▪ Lower 2026 consumption due to extended maintenance on SJ Unit 6 FLNG ▪ $2.90 adder ▪ $3.50 adder to allow for unplanned downtime Third-Party Gas Supply Contract ▪ January 2027 start ▪ July 2027 start Nicaragua COD Timing / Capex ▪ January 2027 COD ▪ $109M remaining capex(1) ▪ July 2027 COD ▪ $142M remaining capex(1), including contingency 300MW Mobile Gen Turbines ▪ October 2026 start ▪ April 2027 start Other ▪ Brazil Intercompany Note outstanding at close ▪ VAT refund receipts received in 2026 ▪ UK RP Close: end of 2Q26 ▪ Brazil Intercompany Note settled at close ▪ ~$37M increase in VAT refund estimates received by April 2027 ▪ UK RP Close: middle of 3Q26 ▪ ~$50M increase to CoreCo allocation of estimate for total professional fees due to delay in closing
5 Financials Comparison(1) ($ in millions) (1) Excludes remaining novation proceeds and net ship margin (2) Pricing assumptions are based on market data as of August 2026 FY27 (Cleansing Case) FY27 (Financing Case) TBtu $M TBtu $M Islandwide (Today) 50 $145 45 $95 Genera - $20 - $22 Puerto Rico 50 $165 45 $118 (+) Mexico 13 $65 13 $84 (+) Market Volumes 16 $30 27 $168 (+) Ops/Boiloff 5 - 4 - (+) SG&A - ($100) - ($120) "New NFE" AEBITDA 84 $160 89 $250 (+) Puerto Rico Conversions 20 $90 - - (+) Nicaragua 23 $85 11 $41 (+) Turbines - $75 - $8 "New NFE" Total AEBITDA 126 $410 100 $299 (2)
Unlevered Free Cash Flow | 2026E-2027E 6 Set forth below is a comparison of UFCF from the Cleansing Case and Financing Case Note: Reflects Financing Case forecast; Cleansing Case forecast 3/17 (1) Includes remaining novation proceeds and net ship margin (2) Includes impact of intermediation facility working capital cash flows and net settlement of Brazil intercompany note (3) Reflects 1Q26 actuals (4) Reflects 2Q26 actuals ($ in millions) Cleansing Case Financing Case 1Q26 2Q26 3Q26 4Q26 FY27 1Q26 2Q26 3Q26 4Q26 FY27 AEBITDA (1) ($39) $21 $58 $66 $451 ($57) $8 $80 $71 $326 (+) FEMA Claim 53 87 - - - 53 87 - - - (-) Unfinanced Capex (30) (48) (61) (57) (37) (22) (48) (63) (94) (90) (+) Sales/Financings (2) 94 30 165 - - - 57 147 30 - (-) Cash Tax & VAT (6) (0) (4) (4) (54) (4) (9) (14) 10 (23) (-) Vessel P&I (16) (16) - - - (28) (28) (7) - - (+/-) Working Capital/Operating Items (30) 67 12 8 (73) 62 0 147 (59) (1) (-) Other Items (121) (151) (48) (69) (247) (106) (118) (148) (48) (268) Unlevered Free Cash Flow ($96) ($11) $122 ($56) $41 ($102) ($51) $142 ($90) ($55) (3) (4)
Financing Case Volumes 7 Financing Case volumes for Puerto Rico, Mexico, and Cargo Sales Note: Reflects Financing Case forecast; Cleansing Case forecast 3/17 (1) Reflects 1Q26 actuals (2) Reflects 2Q26 actuals; BrazilCo has required more LNG volumes than previously contemplated through June 30, 2026 (3) Any reduction in FLNG1 production volumes will reduce open cargo sale volumes (TBtu) Financing Case 1Q26 2Q26 3Q26 4Q26 1H27 Puerto Rico 5 5 9 12 22 Mexico 1 3 3 3 6 Cargo Sales 4 2 4 3 8 Volumes 10 10 16 18 36 (1) (2) (3)
$100M Min. Liquidity $195 $72 $115 $- $50 $100 $150 $200 $250 $300 $350 $400 Jul-26 Aug-26 Sep-26 Oct-26 Nov-26 Dec-26 Jan-27 Feb-27 Mar-27 Apr-27 May-27 Jun-27 Jul-27 Aug-27 Sep-27 Oct-27 Nov-27 Dec-27 CoreCo Liquidity and Leverage Forecast 8 To maintain $100M of liquidity in the Financing Case, CoreCo requires ~$165M in new capital, $135M of which will be funded at close Note: Reflects Financing Case forecast (1) Represents gross debt at UK RP close (inclusive of $35M pari and $100M junior new capital) / forecasted AEBITDA ($ in millions) 7.6x $101 2.4x $326 Financing Case PF Leverage (1) Financing Case AEBITDA The Company can work to further reduce or eliminate the need to draw the accordion by utilizing the intermediation facility beyond $75M
Pro Forma Capital Structure 9 (1) Includes 4% OID (2) Includes 3% commitment fee (3) Pre-txn balance includes Series I and II intercompany loans, Zero Parks loan, and intermediation facility; post-txn balance includes Zero Parks loan and intermediation facility (4) Company settled with one counterparty via cash payment of up to $7.5M (5) Amount includes settlement with counterparty for $23M of debt due in 2029 at a 7% rate (with optional PIK toggle for first 18 months) (6) Sources and Uses reflects Financing Case forecast (7) Estimated pre-closing cash balance (8) CoreCo portion of outstanding transaction fees and professional fees, net of BrazilCo reimbursement. Includes other deal costs and closing items ($ in millions) Pre-Txn Post-Txn Amount Transaction Adjustment Amount New CoreCo Term Loans (1) – $36 $36 New CoreCo Term Loans – 571 571 Junior CoreCo Term Loans (2) – 103 103 R-1 RCF 100 (100) – R-2 RCF 560 (560) – Term Loan A 295 (295) – Term Loan B 1,266 (1,266) – 6.500% 2026 Senior Secured Notes 511 (511) – 8.750% 2029 Senior Secured Notes 237 (237) – Other Debt(3)(4)(5) 2,770 (2,713) 58 Total CoreCo Debt $5,739 ($4,971) $768 New CoreCo Preferred Equity – 2,455 2,455 Total CoreCo Debt and Preferred Equity $5,739 ($2,516) $3,223 Could be increased by $50M junior accordion Sources (6) Cash on the Balance Sheet (7) $138 New Capital 135 Brazil InterCo Note Settlement 74 Total Sources $346 Uses (6) Net Deal Costs (8) $69 Cash to Balance Sheet 277 Total Uses $346
Cleansing Case Financing Case Prior Financing Case 5/27 2026 2027 2026 2027 Gas Revenue $684 $1,022 $698 $954 Power Revenue 97 320 223 237 Capacity Revenue 70 134 68 100 Other 222 267 179 192 Total Revenue $1,074 $1,743 $1,169 $1,482 Terminal Op. Margin $201 $405 $168 $243 Market Sales (1) 12 32 95 168 Novation (Prior Cargo Sales) 68 42 67 42 Ship Op. Margin and Other (34) 73 (54) (7) SG&A (140) (100) (174) (120) AEBITDA $106 $451 $101 $326 AEBITDA Comparison | 2026E-2027E 10 Financing Case considers risks to existing forecast to determine the amount of new capital required to maintain $100M in liquidity throughout the forecast period Note: Reflects Financing Case forecast; Cleansing Case forecast 3/17 (1) Reflects full margin ($ in millions) Decline in 2027 AEBITDA primarily driven by delay for third-party gas supply counterparties
BrazilCo Financial Summary
($662) $149 ($178) $140 $21 $155 $205 2026 2027 2028 2029 2030 2031 2032 ($156) $252 $325 $356 $394 $492 $626 $51 $48 $33 $28 $30 $21 $11 $51 $45 $32 $27 $29 $19 $11 ($54) $345 $390 $412 $454 $532 $648 2026 2027 2028 2029 2030 2031 2032 Contracted EBITDA + 10% PortoCem Dispatch PortoCem Incremental Dispatch to 20% PortoCem Incremental Dispatch to 30% $989 $1,287 $1,371 $1,319 $1,330 $1,444 $1,694 $107 $470 $332 $282 $261 $243 $253 $107 $470 $331 $282 $261 $243 $253 $1,203 $2,228 $2,034 $1,883 $1,853 $1,929 $2,200 2026 2027 2028 2029 2030 2031 2032 Contracted Revenue + 10% PortoCem Dispatch PortoCem Incremental Dispatch to 20% PortoCem Incremental Dispatch to 30% BrazilCo Financial Forecast 12 Illustrated below are key financial metrics for BrazilCo’s Financial Forecast Revenue(1) Cash EBITDA(2) ($ in USD millions) Levered Free Cash Flow(2,3) As disclosed in the latest 10-Q, Celba and Alunorte remain in ongoing discussions concerning the continued supply of gas to Alunorte’s facility. Depending on the outcome of those discussions, this forecast may change materially. (1) Assumes 35% revenue share of Petrobras's Contract - 10 years term starting Sep’27; Assumes Ambar lease starts in Sep’26; Assumes full month of Celba 2 COD starting August 2026 and COD start dates for PortoCem turbines in October 2026 (one turbine), November 2026 (two turbines) and December 2026 (one turbine); Assumes no dispatch at Celba 3 or Lins; Subject to ongoing discussions, shifting to flexible dispatch at Celba 2 could potentially result in $30-60M of incremental EBITDA starting in 2027 (2) Assumes terminal LNG supply at TTF - $0.10 / MMBtu from H2’26 through Q4’27 and, thereafter, a 50 Tbtu contract for 35 Tbtu @ 115HH + $3.71 ($0.96 inflated to U.S. CPI) & 15 Tbtu @ 92% JKM + $0.25 and any additional spot cargo @ TTF - $0.10. BrazilCo is working to align contractual supply obligations with expectations for near-term gas supply (3) Assumes 10% PortoCem dispatch and no dispatch at Celba 3 or Lins; Excludes professional fees, RCF-2 / TLA cash out, TSA costs, debt issuances and refinancings; 2026E ending cash balance of $66mm (including $20mm of restricted cash) after adjustment for net settlement of intercompany note and assuming $250mm of incremental liquidity relief via new capital and other liquidity-enhancing opportunities
BrazilCo Capital Structure 13 ($ in USD millions) (1) Does not include 10% commitment fee; expectation is that no less than $300M of additional New BrazilCo Secured Notes will be issued before year-end 2026, subject to required consents, with proceeds to refinance the New BrazilCo Bridge Notes. Terms of the incremental BrazilCo Secured Notes will be substantially the same as the existing Notes, including ability to facilitate a future conversion, exchange or replacement of such Notes into equity or equity-linked debt securities, subject to the consent of two-thirds Noteholders, the BrazilCo Board and the Notes’ Issuer Pre-Txn Transaction Adjustment Post-Txn New BrazilCo Secured Notes (1) – $885 $885 New BrazilCo Bridge Notes – 200 200 Brazil Financing Notes (Lumina) 421 (421) – BNDES Term Loan (Celba) 419 – 419 PortoCem Debentures 978 – 978 12.000% 2029 Senior Secured Notes 2,730 (2,730) – Total BrazilCo Debt $4,548 ($2,066) $2,482
New Money Terms
15 New Money Term Sheet Pari CoreCo Term Loans CoreCo Junior Term Loans Facility Amount • $35mm • $100mm Junior Debt, plus $50mm uncommitted accordion Borrower • New Fortress Energy Inc. Guarantors • Guarantors to include substantially all CoreCo assets excluding FLNG2 and other Excluded Assets • All Guarantors under the first lien facility credit agreement between Borrower and Wilmington Trust, National Association as administrative agent for the Lenders under such facility (“Takeback Debt Facility”) Security • Liens on all assets securing the Takeback Debt Facility on a pari basis • Liens on all assets securing the Takeback Debt Facility on a junior basis Participation • Open to all New CoreCo Term Loans holders ratably • Based on lenders’ economic ownership as of 7/24 • Open to all CoreCo Preferred Equity holders ratably • To be backstopped by certain RCF, TLB and New 29s AHG members • Funding of accordion to be offered first to holders of this Facility pro rata Maturity • 5 years from the Restructuring Effective Date Interest Rate • Cash: S+612.5 (1% SOFR floor) • PIK: S+762.5, until the last day of the first full fiscal quarter ending after the 18-month of the facility closing date, the Borrower shall be allowed to elect to pay PIK interest • Cash: S+812.5 (2% SOFR floor) • PIK: S+1012.5, until the last day of the first full fiscal quarter ending after the 18-month of the facility closing date, the Borrower shall be allowed to elect to PIK interest Fees • 4.0% Commitment Fee / OID (Grossed Up) • 3.0% Backstop Fee, paid in kind Call Protection • 2.0% if prepaid prior to 1 year after closing date • NC 2 / 103 / 101.5 • Mandatory prepayments using proceeds from asset sales will be at 103 on day one Financial Covenants • In line with New CoreCo Term Loans • Usual and customary and reasonably consistent with the covenants in the New CoreCo Term Loan facility
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