New Fortress Energy Inc. announced the pricing of its previously announced private offering of $1.5 billion aggregate principal amount of senior secured notes due 2026 (the “Notes”). The Notes will bear interest at 6.500% per annum and will be issued at an issue price equal to 100% of principal, plus accrued interest, if any, from April 12, 2021. The closing of the offering is subject to certain limited conditions.
Subject to certain exceptions and thresholds, the Notes will be guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a wholly-owned restricted subsidiary of the Company that is a guarantor under its existing senior secured notes. The Notes will be secured by substantially the same collateral as the Company’s existing first lien obligations under its existing senior secured notes.
The Company intends to use a portion of the net proceeds from this offering to fund the cash consideration for its previously announced acquisition of Golar LNG Partners L.P. and pay related fees and expenses. The offering is not contingent on the completion of the acquisition. The Company intends to use any remaining proceeds from this offering for general corporate purposes, including making investments in developing projects. The Notes will be subject to a special mandatory redemption. If the acquisition is not consummated on or prior to October 13, 2021, the Notes will be redeemed at a price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the principal amount of the Notes to, but not including, the special mandatory redemption date.
The Notes and the guarantees thereof were offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States under Regulation S under the Securities Act. The Notes and the guarantees thereof will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.