New Fortress Energy Inc.
11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:33
Financial Obligation Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On November 14, 2024, New Fortress Energy Inc. (the "Company") entered into the Second Amendment to Credit Agreement (the "Second Amendment"), by and among the Company, as the borrower, the guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent and as collateral agent, which amends that certain Credit Agreement, dated as of July 19, 2024 (as amended, restated or otherwise modified from time to time, the "Existing TLA" and the Existing TLA as amended by the Second Amendment, the "Amended TLA"), by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto and Morgan Stanley Senior Funding Inc., as administrative agent and as collateral agent.
The Second Amendment, among other things, modifies the definition of Excluded Assets (as such term is defined in the Existing TLA) to permit the pledge of equity in certain subsidiaries that are Unrestricted Subsidiaries under the Existing TLA to secure the obligations thereunder. The Amended TLA excludes certain assets of the Company's Brazil business from the definition of Excluded Assets.
PortoCem Debentures
On November 14, 2024, PortoCem Geração de Energia S.A., an indirect subsidiary of the Company ("PortoCem") has filed for registration of an offer to issue debentures, to be sold with the Brazilian Development Bank ("BNDES") acting as coordinator ("PortoCem Debentures") in an aggregate principal amount not to exceed R$4.5 billion to be used to reimburse expenses or debt and fund remaining construction capital expenditures and uses for the PortoCem Power Plant. The existing PortoCem bridge loan facility is expected to be concurrently repaid upon the issuance of the PortoCem Debentures. The PortoCem Debentures contains customary affirmative and negative covenants, events of defaults, prepayment and cure provisions. Concurrently with any initial issuance of the PortoCem Debentures, the obligations under the PortoCem Debentures are expected to be secured by a pledge of shares of all of Portocem's existing and future share capital, a pledge of certain machinery and equipment related to the PortoCem Power Plant, a fiduciary assignment of credit rights, a corporate guarantee by the Company and equity contribution agreements by the Company and certain other equity parties.