Home Energy assets NEW FORTRESS ENERGY INC. : Completion of Asset Acquisition or Disposal, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

NEW FORTRESS ENERGY INC. : Completion of Asset Acquisition or Disposal, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)


Item 2.01. Completion of acquisition or disposal of assets.

On October 3, 2022 (the “Closing Date”), an indirect subsidiary of New Energy Fortress Inc. (“NFE” or the “Company”), LNG Power Limited (“LNG”), a limited liability company incorporated under the laws of England and Walesand the shareholders of DC Energia e Participações SA (together with LNG, the “Sellers”), a subsidiary of Ebrasil Energia Ltda., a sociedade empresária limitada organized under the laws of Brazilannounced the completion of the sale to Eneva SA, a sociedade anônima organized under the laws of Brazil
(“Eneva”), 100% of the shares of (a) Centrais Elétricas de Sergipe Participações SA (“CELSEPAR”), which, through its wholly-owned subsidiary CELSE – Centrais Elétricas de Sergipe S.A. (“CELSE”), holds 100% of the interests in the 1,593 MW Sergipe power plant, and (b) Centrais Elétricas Barra dos Coqueiros S.A.. (“CEBARRA”, together with CELSEPAR, the “Companies”), which owns 1.7 GW of expansion rights adjacent to the Sergipe power station (the “Buy and Sell of Sergipe”). The Purchase-Sale of Sergipe was carried out pursuant to the Share Purchase Agreement (the “SPA”), dated May 31, 2022, by and among the Sellers and Eneva. The Purchase-Sale of Sergipe was finalized on October 3, 2022after satisfaction of all the conditions precedent set out in the SPA and payment by Eneva to the Sellers of R$6.7 billion (approximately
US$1.29 billion), consisting of the base purchase price of R$6.1 billion
(approximately US$1.18 billion) in addition to the usual adjustments made since December 31, 2021 on the closing date, including, but not limited to, (a) certain actions identified by the companies during the relevant period, including, without limitation, making distributions or payments to sellers and to their affiliates and assuming or incurring liabilities for the benefit of the sellers or their affiliates, and (b) certain costs and expenses incurred by the companies in connection with the purchase and sale of Sergipe.

Energos Infrastructure (“Energos”), the joint venture platform established between the funds managed by Apollo (NYSE: APO) and NFE, will continue to operate the Golar Nanook, a floating storage and regasification unit that remains chartered at CELSE for more than 20 years.

The foregoing description of the SPA and contemplated transactions is not complete and is qualified in its entirety by reference to the full text of the SPA, which was filed as Exhibit 10.38 to Company’s Form 10-Q filed on
August 5, 2022and whose terms are incorporated herein by reference.

Item 7.01. FD Regulation Disclosure.

On October 3, 2022NFE issued a press release announcing the closing of the purchase and sale of Sergipe, a copy of which is filed as Exhibit 99.1 herein and is incorporated herein by reference.

The information set forth in (and incorporated by reference into) this Section 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the responsibilities of said Section. The information in this Section 7.01 shall not be incorporated by reference in any filing under the Securities Act 1933, as amended (the “Securities Act”), or the Securities Act. exchanges, unless expressly stated otherwise by specific reference in this filing. .

Caution Regarding Forward-Looking Statements

This communication contains certain statements and information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this communication other than historical information are forward-looking statements that involve known risks and unknown. and relate to future events, our future financial performance or our projected business results. You can identify these forward-looking statements by the use of forward-looking words such as “expects”, “may”, “will”, “approximately”, “predicts”, “intends”, “plans”, ” estimate”, “anticipate”, or the negative version of these words or other comparable words. There is no certainty that any of the events anticipated by the forward-looking statements will occur or will occur, or if any of them will occur, what impact it will have on the results of operations and financial condition or the price of the Company’s shares. These forward-looking statements represent the Company’s expectations or beliefs regarding future events, and it is possible that the results described herein will not be achieved. These forward-looking statements are necessarily estimates based on current information and are subject to risks, uncertainties and other factors, many of which are beyond the control of the Company, which could cause actual results to differ materially from results. discussed in the forward-looking statements. statements. Any forward-looking statement speaks only as of the date on which it is made and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for the Company to predict all of these factors. When reviewing these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Company’s annual report, quarterly reports and other reports filed with the SECOND, which could cause its actual results to differ materially from those contained in any forward-looking statements. The Company undertakes no obligation to update these forward-looking statements, even if its situation may change in the future.

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Item 9.01.   Financial Statements and Exhibits.

     No.                                              Description
    10.1            Share Purchase Agreement, dated as of May 31, 2022, by and among, inter alios,
                    LNG Power Limited and the shareholders of DC Energia e Participações S.A.,
                    collectively as Sellers, and Eneva S.A., as Buyer (incorporated herein by
                    reference to Exhibit 10.38 of NFE's Current Report on Form 10-Q, filed on August
                    5, 2022).
    99.1              Press Release, dated October 3, 2022, issued by New Fortress Energy Inc.
     104            Cover Page Interactive Data File - the cover page XBRL tags are embedded within
                    the Inline XBRL document.

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