Other Information.
−Removed: Term Loan Credit Agreement
−Removed: On August 3, 2023 (the “Closing Date”), the Company entered into a Term Loan Credit Agreement (the “Term Loan Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, the lenders party thereto, and the other parties thereto, pursuant to which the lenders party thereto funded term loans (the “Term Loans”) to the Company on the Closing Date in an aggregate principal amount of $400 million.
−Removed: The proceeds of the Term Loans may be used for working capital and other general corporate purposes.
−Removed: The Term Loans will mature on August 1, 2024 and are payable in full on the maturity date.
−Removed: As of the Closing Date, the obligations under the Term Loan Agreement are guaranteed, jointly and severally, by each domestic subsidiary that is a wholly-owned restricted subsidiary of the Company, other than (as defined in the Term Loan Agreement) (i) any Qualified Liquefaction Development Entities, (ii) any Receivables Subsidiaries, (iii) any Immaterial Subsidiaries, (iv) any Captive Insurance Subsidiaries, (v) any not-for-profit or special purpose Subsidiaries and (vi) any Subsidiary with respect to which a guarantee would result in material adverse tax consequences, as reasonably determined by the Company.
−Removed: Each foreign subsidiary that is a wholly-owned restricted subsidiary of the Company (subject to the exceptions set forth above) is required to accede to the facility as a guarantor on a post-closing basis.
−Removed: The obligations of the Company and the guarantors party thereto are senior secured obligations of the Company and such guarantors, and are and will be on a post-closing basis secured on a pari passu basis by liens on the same assets of the Company and guarantors that secure the Company’s existing 6.750% Senior Secured Notes due 2025, the Company’s existing 6.50% Senior Secured Notes due 2026, the Company’s existing Revolving Facility and the Company’s existing letter of credit facility.
−Removed: An equal priority intercreditor agreement governs the treatment of such collateral.
−Removed: The Term Loans bear interest at a per annum rate equal to Adjusted Term SOFR (as defined in the Term Loan Agreement) plus 3.50%.
−Removed: The Company may prepay Term Loans at its option at any time without premium (subject to customary break funding costs).
−Removed: The Company is required to prepay Term Loans with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances, in each case subject to certain exceptions and thresholds.
−Removed: Additionally, commencing with the fiscal quarter ending December 31, 2023, the Company will be required to prepay Term Loans with the Company’s Excess Cash Flow (as defined in the Term Loan Agreement).
−Removed: The Term Loan Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.
−Removed: The affirmative covenants include, among other things, delivery of financial statements, compliance certificates and notices, payment of taxes and other obligations, conduct of business and maintenance of existence, compliance with applicable laws and regulations, maintenance of properties and insurance, maintenance of books and records and provision of guarantees and collateral.
−Removed: The negative covenants include limitations on restricted payments, dividends and other payment restrictions affecting subsidiaries, indebtedness, asset sales, transactions with affiliates, liens, mergers, consolidation or sale of all or substantially all assets, and maintenance of a total debt to capitalization ratio and a total first lien debt to EBITDA ratio (which latter covenant shall be tested only if required to be tested under the Revolving Facility).
−Removed: The Term Loan Agreement also contains usual and customary events of default (subject to grace periods), including non-payment of principal, interest, fees and other amounts;
−Removed: material breach of a representation or warranty;
−Removed: covenant defaults, acceleration of other material debt;
−Removed: material judgments;
−Removed: bankruptcy or insolvency;
−Removed: ERISA-related defaults;
−Removed: impairment of security or guarantees;
−Removed: and change of control.
−Removed: Officer Appointment
−Removed: On August 7, 2023, William L.
−Removed: Payne was appointed as Chief Operating Officer of the Company.
+Added: Not applicable.
Number Description
77 unchanged sentences
Fourth Amendment to Credit Agreement, dated as of February 7, 2023 to the 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 MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
+Added: Fifth Amendment to Credit Agreement, dated as of September 15, 2023 to the 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 MUFG Bank Ltd., as administrative agent and collateral agent.
Omnibus Agreement, dated as of April 15, 2021, by and among the Company, GLNG and certain other parties thereto (incorporated by reference to Exhibit 10.30 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2021).
9 unchanged sentences
Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2022).
+Added: Credit Agreement, dated as of August 3, 2023, 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 lead arranger and bookrunner.
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
17 unchanged sentences
NEW FORTRESS ENERGY INC.
−Removed: August 8, 2023
+Added: November 9, 2023
/s/ Wesley R.
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 8, 2023
+Added: November 9, 2023
/s/ Christopher S.
2 unchanged sentences
(Principal Financial Officer)
−Removed: August 8, 2023
+Added: November 9, 2023
/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.