Other Information.
−Removed: Not applicable.
+Added: As of April 15, 2020, GLNG pledged, hypothecated or granted security interests in all of its shares of our common stock pursuant to a pledge agreement on a non-recourse basis.
+Added: The pledge agreement contains customary default provisions and that in the event of a default under the pledge agreement, the secured parties may foreclose upon any and all shares of our common stock pledged to them.
+Added: The Company did not independently verify the foregoing disclosure.
+Added: The Company is not a party to the pledge agreement and will have not have any obligations thereunder.
+Added: The Company did deliver customary letter agreements to the secured parties in which it will, among other things, agree, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the secured parties under the pledge agreement.
+Added: Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, GMLP Merger Sub, GP Buyer, GMLP and the General Partner (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K (File No.
+Added: 001-38790), filed with the SEC on January 20, 2021).
+Added: Transfer Agreement, dated as of January 13, 2021, by and among GP Buyer, GLNG and the General Partner (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K (File No.
+Added: 001-38790), filed with the SEC on January 20, 2021).
+Added: Agreement and Plan of Merger, dated as of January 13, 2021, by and among NFE, Hygo Merger Sub, Hygo and the Hygo Shareholders (incorporated by reference to Exhibit 2.3 to the Registrant’s Form 8-K (File No.
+Added: 001-38790), filed with the SEC on January 20, 2021).
Certificate of Formation of New Fortress Energy LLC (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No.
4 unchanged sentences
001-38790), filed with the SEC on February 5, 2019).
+Added: Certificate of Conversion of New Fortress Energy Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
Certificate of Incorporation of New Fortress Energy Inc.
−Removed: (incorporated by reference to Exhibit 99.3 to Registrant ’ s Quarterly Report on Form 10-Q (File No.
−Removed: 001-38790), filed with the SEC on August 4, 2020)
+Added: (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
Bylaws of New Fortress Energy Inc.
−Removed: (incorporated by reference to Exhibit 99.4 to Registrant ’ s Quarterly Report on Form 10-Q (File No.
−Removed: 001-38790), filed with the SEC on August 4, 2020)
−Removed: Indenture, dated September 2, 2020, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto, and U.S.
−Removed: Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38790), filed with the SEC on September 2, 2020)
−Removed: Pledge and Security Agreement, by and among New Fortress Energy Inc., the subsidiary guarantees from time to time party thereto, and U.S.
−Removed: Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38790), filed with the SEC on September 2, 2020)
−Removed: Mutual Agreement, dated June 3, 2020, by and among New Fortress Energy LLC, Fortress Equity Partners GP, LLC, WRE 2012 Trust LLC, FEP HoldCo LLC, Wesley R Edens, Randal A Nardone, NFE SMRS Holdings LLC and NFE Sub LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.
−Removed: 001-38790), filed with the SEC on June 9, 2020)
+Added: (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 8-K filed with the SEC on August 7, 2020).
+Added: Contribution Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Intermediate LLC, New Fortress Energy Holdings LLC, NFE Atlantic Holdings LLC and NFE Sub LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.
+Added: 001-38790), filed with the SEC on February 5, 2019).
Amended and Restated Limited Liability Company Agreement of New Fortress Intermediate LLC, dated February 4, 2019 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No.
5 unchanged sentences
Form of Employee Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001- 38790), filed with the SEC on May 15, 2019)
+Added: 001- 38790), filed with the Commission on May 15, 2019).
Shareholders’ Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Energy Holdings LLC, Wesley R.
28 unchanged sentences
Indemnification Agreement, dated as of March 17, 2019, by and between New Fortress Energy LLC and Yunyoung Shin (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 26, 2019).
+Added: Letter Agreement, dated as of December 3, 2019, by and between NFE Management LLC and Yunyoung Shin.
+Added: (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2020)
+Added: Indenture, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.
+Added: Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020) .
+Added: Pledge and Security Agreement, dated September 2, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.
+Added: Bank National Association, as notes collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 2, 2020).
+Added: First Supplemental Indenture, dated December 17, 2020, by and among the Company, the subsidiary guarantors from time to time party thereto and U.S.
+Added: Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 18, 2020).
+Added: Support Agreement, dated as of January 13, 2021, by and among NFE, GMLP, GLNG and the General Partner (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.
+Added: 001-38790), filed with the SEC on January 20, 2021)
+Added: Indenture, dated April 12, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and U.S.
+Added: Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
+Added: Pledge and Security Agreement, dated April 12, 2021, by and among the Company, the subsidiary guarantors, from time to time party thereto, and U.S.
+Added: Bank National Association, as notes collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
+Added: Shareholders’ Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and Stonepeak (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2021).
+Added: 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 several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc,.
+Added: as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2021).
+Added: Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GLNG and certain other parties thereto.
+Added: Indemnity Agreement, dated as of April 15, 2021, by and among the Company, GLNG, and certain affiliates of Stonepeak.
+Added: Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GMLP, GLNG and certain parties thereto.
+Added: Indemnification Agreement, dated as of April 15, 2021, by and between NFE International and GLNG
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
XBRL Taxonomy Extension Definition Linkbase Document
+Added: Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101
* Filed as an exhibit to this Quarterly Report
3 unchanged sentences
NEW FORTRESS ENERGY INC.
−Removed: October 29, 2020
/s/ Wesley R.
1 unchanged sentence
(Principal Executive Officer)
−Removed: October 29, 2020
/s/ Christopher S.
2 unchanged sentences
(Principal Financial Officer)
−Removed: October 29, 2020
/s/ Yunyoung Shin
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.