Investment Highlights
- NFE will become the leading gas-to-power company in Brazil, one
of the largest economies in the world with a population of over 200
million
- Adds 2700MW of power generation operational or in development
and robust customer pipeline in Brazil’s rapidly growing natural
gas and power markets
- Provides world-class LNG shipping experience and assets for
NFE’s fully integrated approach to advance the global energy
transition
- Accelerates NFE’s rapid growth, with expansion of LNG terminals
operational or in development from five to nine
New Fortress Energy Inc. (Nasdaq: NFE) (“NFE”) today announced
that it has entered into definitive agreements to acquire Hygo
Energy Transition Ltd. (“Hygo”), a 50-50 joint venture between
Golar LNG Limited (Nasdaq: GLNG) (“GLNG”) and Stonepeak
Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak
Infrastructure Partners (“Stonepeak”), and Golar LNG Partners, LP
(Nasdaq: GMLP) (“GMLP”).
“With a strong presence in Brazil and a world-class LNG shipping
business, Hygo and GMLP are excellent additions to our efforts to
accelerate the world’s energy transition,” said Wes Edens, Chairman
and CEO of NFE. “The addition of Hygo will quickly expand our
footprint in South America with three gas-to-power projects in
Brazil’s large and fast-growing market. With GMLP, we gain LNG
ships and world-class operators that are an ideal fit to support
our existing terminals and robust pipeline.”
“We are impressed with what Wes Edens and the NFE team have
created and their commitment to changing the energy industry,” said
Golar LNG Chairman Tor Olav Troim. “They share our vision to
provide cheaper and cleaner energy to a growing population. The
consolidation of two of the entrepreneurial LNG downstream players
gives the company improved access to capital and creates a unique
world-leading energy transition company which Golar shareholders
will benefit from being a part of going forward.”
“Tor Olav Trøim and his teams have been pioneers in the global
shipping and energy industries,” continued Edens. “The addition of
this great portfolio of assets enhances our fully integrated
approach and we’re excited for them to become part of NFE. This is
a great step towards our goal of finishing this year with fifteen
to twenty terminals that bring more clean and affordable energy to
growing markets around the world.”
With the acquisition of Hygo, NFE will acquire an operating
floating storage and regasification unit (FSRU) terminal and a 50%
interest in a 1500MW power plant in Sergipe, Brazil as well as two
other FSRU terminals with 1200MW of power in advanced stages in
Brazil. Hygo’s fleet consists of a newbuild FSRU and two operating
LNG carriers.
NFE will also acquire a leading owner of FSRUs and LNG carriers
as well as a pioneer in floating liquefaction technologies with the
GMLP transaction. The addition of GMLP’s fleet of six FSRUs, four
LNG carriers and a 50% interest in Trains 1 and 2 of the Hilli, a
floating liquefaction vessel, is expected to support both NFE’s
existing facilities and international project pipeline.
Acquisition of Hygo Energy Transition
Ltd.
Under NFE’s agreement with Hygo (the “Hygo Agreement”), NFE will
acquire all of the outstanding shares of Hygo for 31.4 million
shares of NFE Class A common stock and $580 million in cash. The
transaction is valued at a $3.1 billion enterprise value and a
$2.18 billion equity value. Pursuant to the transaction, GLNG will
receive 18.6 million shares of NFE Class A common stock and $50
million in cash and Stonepeak will receive 12.7 million shares of
NFE Class A common stock and $530 million in cash. Hygo’s Board of
Directors, together with GLNG and Stonepeak, the shareholders of
Hygo, have unanimously approved the proposed transaction with NFE.
The closing of the transaction is subject to the receipt of certain
regulatory approvals and third party consents and other customary
closing conditions, and is expected to occur in the first half of
2021.
Acquisition of Golar LNG Partners,
LP
Under NFE’s agreement with GMLP (the “GMLP Agreement”), NFE has
agreed to acquire all of the outstanding common units of GMLP for
$3.55 per common unit in cash. NFE has also agreed to acquire
GMLP’s general partner for equivalent consideration based on the
general partner’s economic interest in GMLP. The preferred units of
GMLP will remain outstanding. The transaction is valued at a $1.9
billion enterprise value and $251 million common equity value.
GMLP’s Board of Directors, acting upon the recommendation of a
special committee of independent directors of GMLP, unanimously
approved the proposed transaction with NFE. The closing of the
transaction is subject to the approval by the holders of a majority
of GMLP’s outstanding common units, the receipt of certain
regulatory approvals and third party consents and other customary
closing conditions, and is expected to occur in the first half of
2021. GLNG has entered into a support agreement with NFE committing
to vote its approximately 30.8% interest in GMLP’s common units in
favor of the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP, Conyers Dill &
Pearman and Watson Farley and Williams are acting as NFE’s legal
advisors in the transaction. Goldman Sachs & Co. and Citi are
acting as financial advisors to Hygo and Vinson & Elkins LLP is
acting as Hygo’s legal advisor. Deutsche Bank Securities Inc. is
acting as financial advisor to the special committee of GMLP, Akin
Gump Strauss Hauer & Feld LLP is acting as the special
committee’s legal advisor, and Baker Botts L.L.P. is acting as
GMLP’s legal advisor. Simpson, Thacher, & Bartlett LLP are
acting as legal advisors to Stonepeak.
About New Fortress Energy
New Fortress Energy is a global energy infrastructure company
founded to help accelerate the world’s transition to clean energy.
The company funds, builds and operates natural gas infrastructure
and logistics to rapidly deliver fully integrated, turnkey energy
solutions that enable economic growth, enhance environmental
stewardship and transform local industries and communities.
Cautionary Language Regarding Forward-Looking
Statements
This communication contains forward-looking statements. All
statements contained in this communication other than historical
information are forward-looking statements that involve known and
unknown risks and relate to future events, our future financial
performance or our projected business results. In some cases, you
can identify forward-looking statements by terminology such as
“may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “targets,”
“potential” or “continue” or the negative of these terms or other
comparable terminology. Such forward-looking statements are
necessarily estimates based upon current information and involve a
number of risks and uncertainties. Actual events or results may
differ materially from the results anticipated in these
forward-looking statements as a result of a variety of factors.
Specific factors that could cause actual results to differ from
those in the forward-looking statements include, but are not
limited to: (i) changes in federal, state, local and foreign laws
or regulations to which NFE, Hygo or GMLP is subject; (ii)
terrorism and other security risks, including cyber risk, adverse
weather conditions, including hurricanes, environmental releases
and natural disasters; (iii) adverse regional, national, or
international economic conditions, adverse capital market
conditions and adverse political developments; (iv) shutdowns or
interruptions at Hygo’s or GMLP’s terminaling, storage and
processing assets; (v) volatility in the price of LNG products;
(vi) nonpayment or nonperformance by any of NFE’s, Hygo’s or GMLP’s
customers or suppliers; (vii) NFE’s ability to integrate the
acquired assets and operations with its existing assets and
operations and to realize anticipated cost savings and other
efficiencies and benefits; (viii) the risk that the proposed
transactions with each of Hygo and GMLP may not be completed in a
timely manner or at all; (ix) GMLP’s ability to receive, on a
timely basis or otherwise, the required approval of the proposed
GMLP Transaction with NFE by GMLP’s common unitholders; (x) the
possibility that competing offers or acquisition proposals for GMLP
will be made; (xi) the possibility that any or all of the various
conditions to the consummation of the Hygo Transaction or the GMLP
Transaction may not be satisfied or waived, including the failure
to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or
restrictions placed on such approvals); (xii) the effect of the
announcement or pendency of the transactions contemplated by each
of the Hygo Agreement and GMLP Agreement on NFE’s, Hygo’s and
GMLP’s ability to retain and hire key personnel, their ability to
maintain relationships with their respective customers, suppliers
and others with whom they do business, and their operating results
and business generally; (xiii) the possibility that long-term
financing for the proposed transactions may not be available on
favorable terms, or at all; and (xiv) the cautionary discussion of
risks and uncertainties detailed in Part I, Item 1A, “Risk Factors”
and Part II, Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of NFE’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 (as
filed with the SEC on March 4, 2020) and other risk factors
identified herein or from time to time in NFE’s periodic filings
with the SEC. These factors are not necessarily all of the
important factors that could cause actual results to differ
materially from those expressed in any of NFE’s forward-looking
statements. Other known or unpredictable factors could also have
material adverse effects on future results.
We undertake no duty to update these forward-looking statements,
even though our situation may change in the future. Furthermore, we
cannot guarantee future results, events, levels of activity,
performance, projections, achievements and the completion of each
of the GMLP Transaction and the Hygo Transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20210113005495/en/
IR: Joshua Kane (516) 268-7455 jkane@newfortressenergy.com
Media: Jake Suski (516) 268-7403 press@newfortressenergy.com
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