UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
New Fortress Energy Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
644393100
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosure provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
NAME OF REPORTING PERSON
FINCO I Intermediate Holdco LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
13,399,3171
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
13,399,3171
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,399,317
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%2
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
| 1 |
Solely in its capacity as the sole member of Fortress Investment Group LLC, which may be deemed to indirectly beneficially own the securities reported herein.
|
| 2 |
All percentages of Class A Common Stock contained herein are based on 251,419,302 shares of Class A Common Stock outstanding as of November 8, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on
November 12, 2024.
|
|
1
|
NAME OF REPORTING PERSON
FINCO I LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
13,399,3171
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
13,399,3171
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,399,317
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
| 1 |
Solely in its capacity as the sole member of FINCO I Intermediate Holdco LLC.
|
|
1
|
NAME OF REPORTING PERSON
FIG Parent, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
13,399,3171
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
13,399,3171
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,399,317
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
| 1 |
Solely in its capacity as the sole member of FINCO I LLC.
|
|
1
|
NAME OF REPORTING PERSON
Foundation Holdco LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
13,399,3171
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
13,399,3171
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,399,317
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12
|
TYPE OF REPORTING PERSON
PN, HC
|
| 1 |
Solely in its capacity as the sole member of FIG Parent, LLC.
|
|
1
|
NAME OF REPORTING PERSON
FIG Buyer GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
13,399,3171
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
13,399,3171
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,399,317
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12
|
TYPE OF REPORTING PERSON
OO, HC
|
| 1 |
Solely in its capacity as the general partner of Foundation Holdco LP.
|
EXPLANATORY NOTE
The securities reported herein may be deemed to be indirectly beneficially owned by Fortress Investment Group LLC (“Fortress
Investment Group”). Fortress Investment Group and certain of its affiliates (collectively, the “Other Fortress Entities”) filed a Schedule 13G on February 12, 2021. On May 14, 2024, pursuant to an internal reorganization consummated in
connection with a series of transactions involving Other Fortress Entities management, Mubadala Investment Company (“Mubadala”) and SoftBank Group Corp., in which Other Fortress Entities management and a consortium led by Mubadala’s wholly
owned asset management subsidiary Mubadala Capital, indirectly acquired all of the economic interest in Fortress Investment Group (the “Mubadala Transaction”), the Reporting Persons (as defined below) may be deemed to have acquired beneficial
ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein. This Statement represents an initial Schedule 13G filed by the Reporting Persons with respect to their beneficial
ownership of the securities reported herein. The Other Fortress Entities have separately filed a Schedule 13G reporting their beneficial ownership in Issuer (as defined below) securities. The Reporting Persons intend to file any future required
Schedule 13G amendments jointly with the Other Fortress Entities, if applicable.
The name of the issuer is New Fortress Energy Inc. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
|
The Issuer’s principal executive offices are located at: 111 W. 19th Street, 8th Floor, New York, NY 10011.
| Item 2(a) |
Name of Person Filing
|
This statement is filed by (collectively, the “Reporting Persons”):
|
(i) |
FINCO I Intermediate Holdco LLC, a Delaware limited liability company (“FINCO I IH”), which is the sole member of Fortress Investment Group;
|
|
(ii) |
FINCO I LLC, a Delaware limited liability company, which is the sole member of FINCO I IH;
|
|
(iii) |
FIG Parent, LLC, a Delaware limited liability company (“FIG Parent”), which is the sole member of FINCO I LLC;
|
|
(iv) |
Foundation Holdco LP, a Delaware limited partnership (“Foundation Holdco”), which is the sole member of FIG Parent; and
|
|
(v) |
FIG Buyer GP, LLC, a Delaware limited liability company (“FIG Buyer”), which is the general partner of Foundation Holdco.
|
The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached as Exhibit B herein.
| Item 2(b) |
Address of Principal Business Office or, if None, Residence
|
The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th
Floor, New York, NY 10105.
See Item 4 of each of the cover pages.
| Item 2(d) |
Title of Class of Securities
|
Class A Common Stock, par value $0.01 per share.
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g) |
☑ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(a) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
|
|
(b) |
Percent of Class: See Item 11 of each of the cover pages.
|
|
(c) |
Number of Shares as to which such person has:
|
|
(i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
|
|
(ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
|
|
(iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
|
|
(iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
|
| Item 5. |
Ownership of Five Percent or Less of a Class
|
Not applicable.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
See Exhibit A attached.
| Item 8. |
Identification and Classification of Members of the Group
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group
|
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| |
FINCO I INTERMEDIATE HOLDCO LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FINCO I LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FIG PARENT, LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FOUNDATION HOLDCO LP
|
| |
By:
|
FIG Buyer GP, LLC, its general partner
|
| |
|
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FIG BUYER GP, LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
Exhibit B
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with
respect to the Class A Common Stock, par value $0.01 per share, of New Fortress Energy Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
such person contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is
inaccurate.
Dated this 14th day of November 2024.
| |
FINCO I INTERMEDIATE HOLDCO LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FINCO I LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FIG PARENT, LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FOUNDATION HOLDCO LP
|
| |
By:
|
FIG Buyer GP, LLC, its general partner
|
| |
|
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|
| |
|
| |
FIG BUYER GP, LLC
|
| |
|
| |
By:
|
/s/ David Brooks
|
| |
|
Name: David Brooks
|
| |
|
Title: Secretary
|