Opening the filing
8-K
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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 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.
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.
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.
Exhibit 99.1
EX-99.1 nfeclosingpressrelease-fin.htm EX-99.1
Document 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.