10/02/2024 | Press release | Distributed by Public on 10/02/2024 06:59
TABLE OF CONTENTS
Per Share ($)
|
Total ($)
|
|||||
Public offering price
|
$8.63
|
$399,999,999.46
|
||||
Underwriting discounts and commissions(1)(2)
|
$0.296009
|
$12,005,000.21
|
||||
Proceeds, before expenses, to us
|
$8.333991
|
$387,994,999.25
|
||||
(1)
|
See "Underwriting" for additional information regarding underwriting compensation.
|
(2)
|
The underwriters will not receive any underwriting discount on the sale of an aggregate of 5,793,742 shares of Class A common allocated at the direction of the Company (the "Directed Shares") and shall purchase such Directed Shares at the public offering price of $8.63 per share.
|
Natixis
|
MUFG
|
Santander
|
HSBC
|
Credit Agricole CIB
|
||||||||
Deutsche Bank Securities
|
Jefferies
|
Mizuho
|
Texas Capital Securities
|
Tuohy Brothers
|
||||||||
TABLE OF CONTENTS
Page
|
|||
ABOUT THIS PROSPECTUS SUPPLEMENT
|
S-ii
|
||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
S-iii
|
||
PROSPECTUS SUPPLEMENT SUMMARY
|
S-1
|
||
THE OFFERING
|
S-6
|
||
RISK FACTORS
|
S-7
|
||
USE OF PROCEEDS
|
S-13
|
||
UNDERWRITING
|
S-14
|
||
LEGAL MATTERS
|
S-22
|
||
EXPERTS
|
S-22
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
S-23
|
||
Page
|
|||
ABOUT THIS PROSPECTUS
|
1
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
2
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
3
|
||
THE COMPANY
|
5
|
||
RISK FACTORS
|
6
|
||
USE OF PROCEEDS
|
7
|
||
DESCRIPTION OF SECURITIES
|
8
|
||
DESCRIPTION OF CAPITAL STOCK
|
9
|
||
DESCRIPTION OF DEPOSITARY SHARES
|
17
|
||
DESCRIPTION OF DEBT SECURITIES
|
19
|
||
DESCRIPTION OF WARRANTS
|
21
|
||
SELLING STOCKHOLDERS
|
22
|
||
PLAN OF DISTRIBUTION
|
24
|
||
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK
|
27
|
||
CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS
|
30
|
||
LEGAL MATTERS
|
32
|
||
EXPERTS
|
32
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest and their ability to make dividends or distributions to us;
|
•
|
the inability to close the Transactions (as defined herein) as contemplated or at all, or any similar alternative transactions on favorable terms or at all;
|
•
|
construction and operational risks related to our facilities and assets, including cost overruns and delays;
|
•
|
failure of liquefied natural gas ("LNG") or natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;
|
•
|
complex regulatory and legal environments related to our business, assets and operations, including actions by governmental entities or changes to regulation or legislation, in particular related to our permits, approvals and authorizations for the construction and operation of our facilities;
|
•
|
delays or failure to obtain and maintain approvals and permits from governmental and regulatory agencies;
|
•
|
failure to obtain a return on our investments for the development of our projects and assets and the implementation of our business strategy;
|
•
|
failure to maintain sufficient working capital for the development and operation of our business and assets;
|
•
|
failure to convert our customer pipeline into actual sales;
|
•
|
lack of asset, geographic or customer diversification, including loss of one or more of our customers;
|
•
|
competition from third parties in our business;
|
•
|
cyclical or other changes in the demand for and price of LNG and natural gas;
|
•
|
inability to procure LNG at necessary quantities or at favorable prices to meet customer demand, or otherwise to manage LNG supply and price risks, including hedging arrangements;
|
•
|
inability to successfully develop and implement our technological solutions;
|
•
|
inability to service our debt and comply with our covenant restrictions;
|
•
|
inability to obtain additional financing to effect our strategy;
|
TABLE OF CONTENTS
•
|
inability to successfully complete mergers, sales, divestments or similar transactions related to our businesses or assets or to integrate such businesses or assets and realize the anticipated benefits;
|
•
|
economic, political, social and other risks related to the jurisdictions in which we do, or seek to do, business;
|
•
|
weather events or other natural or manmade disasters or phenomena;
|
•
|
any future pandemic or any other major health and safety incident;
|
•
|
increased labor costs, disputes or strikes, and the unavailability of skilled workers or our failure to attract and retain qualified personnel;
|
•
|
the tax treatment of, or changes in tax laws applicable to, us or our business or of an investment in our Class A common stock; and
|
•
|
other risks and uncertainties identified, discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus, including under the section entitled "Risk Factors," and described in our other reports filed with the SEC.
|
TABLE OF CONTENTS
•
|
our LNG storage and regasification facility at the Port of Montego Bay, Jamaica;
|
•
|
our marine LNG storage and regasification facility in Old Harbour, Jamaica;
|
•
|
our dual-fired combined heat and power facility in Clarendon, Jamaica;
|
TABLE OF CONTENTS
•
|
our landed micro-fuel handling facility in San Juan, Puerto Rico;
|
•
|
our LNG receiving facility and gas-fired power plant at the Port of Pichilingue in Baja California Sur, Mexico;
|
•
|
our floating storage and regasification unit located in Barcarena, Brazil; and
|
•
|
our First FLNG Facility.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
(1)
|
The number of shares of our Class A common stock to be outstanding immediately after this offering is based on 205,067,047 shares of our Class A common stock outstanding as of August 6, 2024 and excludes: (i) 2,688,713 unvested restricted stock units, (ii) any shares expected to be issued as Equity Commitment Fees and (iii) the shares of the Class A common stock underlying the 96,746 shares of the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
a shift in our investor base;
|
•
|
our quarterly or annual earnings, or those of other comparable companies;
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of significant investments, acquisitions or dispositions;
|
•
|
the failure of securities analysts to cover our Class A common stock;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and share price performance of other comparable companies;
|
•
|
overall market fluctuations;
|
•
|
general economic conditions; and
|
•
|
developments in the markets and market sectors in which we participate.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;
|
•
|
providing that any vacancies may, except as otherwise required by law, or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (provided that vacancies that results from newly created directors requires a quorum);
|
•
|
permitting special meetings of our stockholders to be called only by (i) the chairman of our board of directors, (ii) a majority of our board of directors, or (iii) a committee of our board of directors that has been duly designated by the board of directors and whose powers include the authority to call such meetings;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of the stockholders; and
|
•
|
providing that the board of directors is expressly authorized to adopt, or to alter or repeal certain provisions of our organizational documents to the extent permitted by law.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
requiring us and certain of our subsidiaries to dedicate a substantial portion of our cash flow from operations to the payment of principal of and interest on our indebtedness, thereby reducing the funds available for operations and any future business opportunities;
|
•
|
limiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less indebtedness;
|
•
|
increasing our vulnerability to adverse general economic or industry conditions; and
|
•
|
limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing, and our ability to refinance our indebtedness outstanding from time to time.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
|
Amount of
Shares
|
||
Morgan Stanley & Co. LLC
|
20,940,598
|
||
Natixis Securities Americas LLC
|
6,959,451
|
||
MUFG Securities Americas Inc.
|
4,639,634
|
||
Santander US Capital Markets LLC
|
3,062,158
|
||
HSBC Securities (USA) Inc.
|
2,319,817
|
||
Credit Agricole Securities (USA) Inc.
|
1,855,854
|
||
Deutsche Bank Securities Inc.
|
1,855,854
|
||
Jefferies LLC
|
1,855,854
|
||
Mizuho Securities USA LLC
|
1,546,545
|
||
TCBI Securities, Inc.
|
927,927
|
||
Tuohy Brothers Investment Research, Inc.
|
386,250
|
||
Total
|
46,349,942
|
||
Per Share
|
Total
|
|||||
Public offering price
|
$8.63
|
$ 399,999,999.46
|
||||
Underwriting discounts and commissions(1)
|
$0.296009
|
$12,005,000.21
|
||||
Proceeds, before expenses, to us
|
$8.333991
|
$387,994,999.25
|
||||
(1)
|
The underwriters will not receive any underwriting discount on the sale of an aggregate of 5,793,742 shares of Class A common allocated at the direction of the Company (the "Directed Shares") and shall purchase such Directed Shares at the public offering price of $8.63 per share.
|
TABLE OF CONTENTS
(1)
|
directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Class A common stock or any securities convertible into or exchangeable or exercisable for shares of Class A common stock or file any registration statement under the Securities Act with respect to any of the foregoing; or
|
(2)
|
enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock,
|
•
|
the sale of shares to the underwriters;
|
•
|
the issuance by us of shares of our Class A common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described in this prospectus supplement;
|
•
|
the granting of shares of our Class A common stock, share options, restricted shares, notional units or other equity or equity-based securities to our employees, directors, contractors, or other individuals eligible to receive awards pursuant to the terms of any plan in effect as of the date hereof and described in this prospectus supplement, or the issuance of shares of our Class A common stock pursuant to the exercise, vesting, or settlement of any award granted pursuant to our equity incentive plans that are described in this prospectus supplement;
|
•
|
the issuance of shares of our Class A common stock pursuant to any non-employee director share plan or dividend reinvestment plan as described in this prospectus supplement;
|
•
|
the entry into an agreement to issue shares of our Class A common stock, or securities convertible into our Class A common stock in connection with mergers or acquisition transactions, joint ventures or other strategic corporate transactions;
|
•
|
the issuance by us of any shares of our Class A common stock in connection with the refinancing of certain of our indebtedness, in such number and as described in this prospectus supplement;
|
•
|
the issuance by us of any shares of our preferred stock and any shares of our Class A common stock underlying such preferred stock in connection with the exchange of preferred stock as described in this prospectus supplement; and
|
•
|
the filing of a registration statement on Form S-8 relating to any employee benefit plan.
|
TABLE OF CONTENTS
•
|
transfers of shares of Class A common stock or any security convertible into Class A common stock as a bona fide gift or gifts, provided that (i) each donee shall sign and deliver a substantially similar lock-up agreement for the duration of the restricted period, (ii) such transfer shall not involve a disposition for value and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A common stock, shall be required or shall be voluntarily made during the restricted period;
|
•
|
transfers of shares of Class A common stock or any security convertible into Class A common stock to any trust for the direct or indirect benefit of such person or the immediate family of such person, provided that (i) each trustee shall sign and deliver a substantially similar lock-up agreement for the duration of the restricted period, (ii) such transfer shall not involve a disposition for value and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A common stock, shall be required or shall be voluntarily made during the restricted period;
|
•
|
distributions of shares of Class A common stock or any security convertible into Class A common stock to the limited partners, members or stockholders of such person, provided that (i) each distributee shall sign and deliver a substantially similar lock-up agreement for the duration of the restricted period, (ii) such distribution shall not involve a disposition for value and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A common stock, shall be required or shall be voluntarily made during the restricted period;
|
•
|
transfers of shares of Class A common stock or any security convertible into Class A common stock by such person to affiliates or to any investment fund or other entity controlled or managed by such person, provided that (i) each transferee shall sign and deliver a substantially similar lock-up agreement for the duration of the restricted period and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A common stock, shall be required or shall be voluntarily made during the restricted period;
|
•
|
transfers of shares of Class A common stock or any security convertible into Class A common stock to the Company in connection with the net exercise or net settlement of an award granted under a compensatory plan of the Company adopted prior to the date hereof, provided that (i) any securities received upon such exercise shall be subject to the lock-up agreement, (ii) no filing under Section 16 of the Exchange Act, or other public announcement, shall be voluntarily made during the restricted period and (iii) any filing required to be made pursuant to Section 16 of the Exchange Act shall clearly indicate that the filing relates to the circumstances described hereby, irrespective of whether such transfer involves a disposition of value;
|
•
|
the establishment of a 10b5-1 Plan for the transfer of shares of Class A common stock; provided that (i) such 10b5-1 Plan does not provide for the transfer of Class A common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Class A common stock may be made under such plan during the restricted period; or
|
•
|
sales by such person of shares of Class A common stock purchased on the open market following the date hereof if and only if (i) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) such person does not otherwise voluntarily effect any public filing or report regarding such sale.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
(a)
|
to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
(a)
|
to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within Section 86 of the FSMA,
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
a corporation (which is not an accredited investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024;
|
•
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 filed with the SEC on May 9, 2024 and August 9, 2024, respectively;
|
•
|
our Current Reports on Form 8-K, filed with the SEC on March 4, 2024, March 6, 2024, March 8, 2024, March 25, 2024, March 27, 2024, June 14, 2024, July 25, 2024, September 6, 2024, September 27, 2024, September 30, 2024, October 1, 2024 and October 1, 2024;
|
•
|
the description of our Class A common stock set forth in the Company's Registration Statement on Form 8-A/A, filed with the SEC on August 7, 2020, including any amendment or report filed for the purpose of updating such description (including the "Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934" included as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024); and
|
•
|
the portions of our Definitive Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Shareholders, filed with the SEC on April 29, 2024, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
|
1
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
2
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
3
|
||
THE COMPANY
|
5
|
||
RISK FACTORS
|
6
|
||
USE OF PROCEEDS
|
7
|
||
DESCRIPTION OF SECURITIES
|
8
|
||
DESCRIPTION OF CAPITAL STOCK
|
9
|
||
DESCRIPTION OF DEPOSITARY SHARES
|
17
|
||
DESCRIPTION OF DEBT SECURITIES
|
19
|
||
DESCRIPTION OF WARRANTS
|
21
|
||
SELLING STOCKHOLDERS
|
22
|
||
PLAN OF DISTRIBUTION
|
24
|
||
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK
|
27
|
||
CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS
|
30
|
||
LEGAL MATTERS
|
32
|
||
EXPERTS
|
32
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024;
|
•
|
our Registration Statement on Form 8-A/A for registration of Class A common stock pursuant to Section 12(b) of the Exchange Act, filed on August 7, 2020; and
|
•
|
the portions of our Definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Shareholders, filed with the SEC on April 5, 2023, that are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
|
TABLE OF CONTENTS
•
|
the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest and their ability to make dividends or distributions to us;
|
•
|
construction and operational risks related to our facilities and assets, including cost overruns and delays;
|
•
|
failure of LNG (as defined herein) or natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;
|
•
|
complex regulatory and legal environments related to our business, assets and operations, including actions by governmental entities or changes to regulation or legislation, in particular related to our permits, approvals and authorizations for the construction and operation of our facilities;
|
•
|
delays or failure to obtain and maintain approvals and permits from governmental and regulatory agencies;
|
•
|
failure to obtain a return on our investments for the development of our projects and assets and the implementation of our business strategy;
|
•
|
failure to maintain sufficient working capital for the development and operation of our business and assets;
|
•
|
failure to convert our customer pipeline into actual sales;
|
•
|
lack of asset, geographic or customer diversification, including loss of one or more of our customers;
|
•
|
competition from third parties in our business;
|
•
|
cyclical or other changes in the demand for and price of LNG and natural gas;
|
•
|
inability to procure LNG at necessary quantities or at favorable prices to meet customer demand, or otherwise to manage LNG supply and price risks, including hedging arrangements;
|
•
|
inability to successfully develop and implement our technological solutions;
|
•
|
inability to service our debt and comply with our covenant restrictions;
|
•
|
inability to obtain additional financing to effect our strategy;
|
•
|
inability to successfully complete mergers, sales, divestments or similar transactions related to our businesses or assets or to integrate such businesses or assets and realize the anticipated benefits;
|
TABLE OF CONTENTS
•
|
economic, political, social and other risks related to the jurisdictions in which we do, or seek to do, business;
|
•
|
weather events or other natural or manmade disasters or phenomena;
|
•
|
any future pandemic or any other major health and safety incident;
|
•
|
increased labor costs, disputes or strikes, and the unavailability of skilled workers or our failure to attract and retain qualified personnel;
|
•
|
the tax treatment of, or changes in tax laws applicable to, us or our business or of an investment in our Class A common stock; and
|
•
|
other risks described in the "Risk Factors" section of our Annual Report on Form 10-K and our other filings with the SEC.
|
TABLE OF CONTENTS
•
|
our LNG storage and regasification facility at the Port of Montego Bay, Jamaica,
|
•
|
our marine LNG storage and regasification facility in Old Harbour, Jamaica
|
•
|
our dual-fired combined heat and power facility in Clarendon, Jamaica,
|
•
|
our landed micro-fuel handling facility in San Juan, Puerto Rico,
|
•
|
our LNG receiving facility and gas-fired power plant at the Port of Pichilingue in Baja California Sur, Mexico, and
|
•
|
our Miami Facility.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;
|
•
|
special charges for services requested by a holder of a Class A share; and
|
•
|
other similar fees or charges.
|
TABLE OF CONTENTS
•
|
enlarge the obligations of any stockholder without such stockholder's consent, unless approved by at least a majority of the type or class of shares so affected; or
|
•
|
change the term of existence of our company.
|
•
|
a change in our name, the location of our principal place of our business, our registered agent or our registered office;
|
•
|
an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board, or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed;
|
•
|
an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional securities;
|
•
|
any amendment expressly permitted in our organizational documents to be made by our board of directors acting alone;
|
•
|
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our organizational documents;
|
•
|
any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our organizational documents;
|
•
|
a change in our fiscal year or taxable year and related changes; and
|
•
|
any other amendments substantially similar to any of the matters described in the clauses above.
|
TABLE OF CONTENTS
•
|
do not adversely affect the stockholders in any material respect;
|
•
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
|
•
|
are necessary or appropriate to facilitate the trading of shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our stockholders;
|
•
|
are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of shares under the provisions of our Bylaws; or
|
•
|
are required to effect the intent of the provisions of our organizational documents or are otherwise contemplated by our organizational documents.
|
TABLE OF CONTENTS
•
|
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
|
•
|
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
any derivative action or proceeding brought on our behalf;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;
|
•
|
any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL or our organizational documents; or
|
•
|
any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
|
•
|
any material change, through any acquisition, disposition of assets or otherwise, in the nature of our business or operations and our subsidiaries as of February 4, 2019;
|
•
|
terminating Wesley Edens as our chief executive officer or as Chairman of the Board of Directors and hiring or appointing his successor;
|
•
|
any transaction that, if consummated, would constitute a Change of Control (as defined in our Certificate of Incorporation) or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;
|
•
|
any increase or decrease in the size of the board of directors, committees of the board of directors and board and committees of our subsidiaries;
|
•
|
any voluntary election by us or any of our subsidiaries to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing; and
|
•
|
any amendment, modification or waiver of our organizational documents or any other of our governing documents following the date of our Certificate of Incorporation that materially and adversely affects any Consenting Entity or any of their affiliates.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
all outstanding depositary shares to which it relates have been redeemed or converted; or
|
•
|
the depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up.
|
TABLE OF CONTENTS
•
|
the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series;
|
•
|
any applicable subordination provisions for any subordinated debt securities;
|
•
|
the maturity date(s) or method for determining same;
|
•
|
the interest rate(s) or the method for determining same;
|
•
|
the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof;
|
•
|
whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;
|
•
|
redemption or early repayment provisions;
|
•
|
authorized denominations;
|
•
|
if other than the principal amount, the principal amount of debt securities payable upon acceleration;
|
•
|
place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;
|
•
|
the form or forms of the debt securities of the series including such legends as may be required by applicable law;
|
•
|
whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance;
|
•
|
whether the debt securities are secured and the terms of such security;
|
•
|
the amount of discount or premium, if any, with which the debt securities will be issued;
|
•
|
any covenants applicable to the particular debt securities being issued;
|
•
|
any additions or changes in the defaults and events of default applicable to the particular debt securities being issued;
|
•
|
the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any;
|
•
|
the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable;
|
TABLE OF CONTENTS
•
|
the time period within which, the manner in which and the terms and conditions upon which we or the holders of the debt securities can select the payment currency;
|
•
|
our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
|
•
|
any restriction or conditions on the transferability of the debt securities;
|
•
|
provisions granting special rights to holders of the debt securities upon occurrence of specified events;
|
•
|
additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities;
|
•
|
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and
|
•
|
any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).
|
TABLE OF CONTENTS
•
|
the offering price;
|
•
|
the currency or currencies, including composite currencies, in which the purchase price and/or exercise price of the warrants may be payable;
|
•
|
the number of warrants offered;
|
•
|
the exercise price and the amount of securities you will receive upon exercise;
|
•
|
the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;
|
•
|
the rights, if any, we have to redeem the warrants;
|
•
|
the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;
|
•
|
the name of the warrant agent; and
|
•
|
any other material terms of the warrants.
|
TABLE OF CONTENTS
Class A Common Stock
Beneficially Owned
|
Class A Common
Stock
Offered Hereby
|
Class A Common Stock
Beneficially Owned
After the Offering
|
|||||||||||||
Number
|
%(1)
|
Number
|
%(1)
|
||||||||||||
Selling Stockholders
|
|||||||||||||||
Fortress Equity Partners GP LLC(2)
|
13,399,317
|
6.5%
|
13,399,317
|
-
|
-%
|
||||||||||
Energy Transition Holdings LLC(3)
|
25,559,846
|
12.5%
|
25,559,846
|
-
|
-%
|
||||||||||
Directors and Executive Officers
|
|||||||||||||||
Wesley R. Edens(4)
|
47,540,924
|
23.2%
|
47,540,924
|
-
|
-%
|
||||||||||
Randal A. Nardone(5)
|
26,196,526
|
12.8%
|
26,196,526
|
-
|
-%
|
||||||||||
Christopher S. Guinta
|
201,653
|
*
|
201,653
|
-
|
*
|
||||||||||
Desmond Iain Catterall
|
69,841
|
*
|
69,841
|
-
|
*
|
||||||||||
David J. Grain
|
114,294
|
*
|
114,294
|
-
|
*
|
||||||||||
C. William Griffin
|
333,429
|
*
|
333,429
|
-
|
*
|
||||||||||
John J. Mack
|
1,178,013
|
*
|
1,178,013
|
-
|
*
|
||||||||||
Katherine E. Wanner
|
77,129
|
*
|
77,129
|
-
|
*
|
||||||||||
*
|
Represents beneficial ownership of less than one percent of shares outstanding. See footnote (1).
|
(1)
|
As of February 26, 2024, we had 205,033,557 shares of Class A common stock outstanding.
|
TABLE OF CONTENTS
(2)
|
Fortress Equity Partners GP LLC ("Fortress Equity GP") beneficially owns 13,399,317 shares of our Class A common stock. Fortress Operating Entity I LP ("FOE I" and, together with Fortress Equity GP, the "Fortress Parties") is the sole member of Fortress Equity GP. The address for the Fortress Parties is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, Attention: Michael Cohn. Messers Edens and Nardone are officers of FOE I and each disclaim beneficial ownership of the shares of Class A common stock beneficially owned by Fortress Equity GP.
|
(3)
|
Energy Transition Holdings LLC is managed by Great Mountain Partners LLC. Jonathan Rotolo and Alexander Thomson are the managers of Great Mountain Partners LLC and, in that capacity, have voting and dispositive power over the shares of Class A common stock held by Energy Transition Holdings LLC. Each of Great Mountain Partners LLC, Mr. Rotolo and Mr. Thomson has disclaimed beneficial ownership of the shares, except to the extent of their pecuniary interest therein. The principal business address of the entities identified herein is 157 Church Street, 20th Floor, New Haven, CT 06510.
|
(4)
|
Consists of 29,928,173 shares of Class A common stock held by Edens Family Partners LLC and 17,612,751 shares of Class A common stock held by WRE 2012 Trust LLC ("WRE Trust"), a limited liability company organized under the laws of the State of Delaware. Mr. Edens is the sole beneficial owner of Edens Family Partners LLC. Mr. Edens has the sole right to receive or direct the receipt of dividends on, and the proceeds from, the sale of all such shares. NFE WE LLC and NFE RN LLC, each controlled by Mr. Edens together with Mr. Nardone, have the right to appoint six of the eight members to the Company's board of directors.
|
(5)
|
Mr. Nardone has the sole right to receive or direct the receipt of dividends on, and the proceeds from, the sale of all such shares of Class A common stock. NFE WE LLC and NFE RN LLC, each controlled by Mr. Nardone together with Mr. Edens, have the right to appoint six of the eight members to the Company's board of directors.
|
TABLE OF CONTENTS
•
|
to underwriters for resale to purchasers;
|
•
|
directly to purchasers;
|
•
|
through agents or dealers to purchasers;
|
•
|
in "at-the market" offerings (as defined in Rule 415 under the Securities Act of 1933);
|
•
|
through a combination of any of these methods; or
|
•
|
through any other method permitted by applicable law and described in a prospectus supplement.
|
•
|
the terms of the offering;
|
•
|
the names of the underwriters, dealers, agents or direct purchasers and their compensation;
|
•
|
the purchase price of the securities and the net proceeds we will receive from the sale;
|
•
|
any delayed delivery obligations to take the securities;
|
•
|
the nature of the underwriters' obligations to take the securities;
|
•
|
any securities exchange or market on which the securities may be listed;
|
•
|
the names of any selling stockholders, if applicable; and
|
•
|
other facts material to the transaction.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the gain is effectively connected with such non-U.S. holder's conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder);
|
•
|
in the case of a non-U.S. holder that is a non-resident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met; or
|
•
|
we are or have been a "United States real property holding corporation" ("USRPHC") at any time within the shorter of the five-year period ending on the date of such sale, exchange, or other taxable disposition or the period that such non-U.S. holder held our Class A common stock and either (a) our Class A common stock were not treated as regularly traded on an established securities market at the time of the sale, or (b) such non-U.S. holder owns or owned (actually or constructively) more than 5% of our Class A common stock at any time during the shorter of the two periods mentioned above.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
whether the investment is prudent under Section 404(a)(1)(B) of ERISA, if applicable, and any other applicable Similar Laws;
|
•
|
whether, in making the investment, the Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA, if applicable, and any other applicable Similar Laws;
|
•
|
whether the investment is permitted under the terms of the applicable documents governing the Plan;
|
•
|
whether in the future there may be no market in which to sell or otherwise dispose of the security ;
|
•
|
whether the acquisition or holding of such security will constitute a "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code or any Similar Law (please see discussion under "-Prohibited Transaction Issues" below); and
|
•
|
whether the Plan will be considered to hold, as plan assets, (i) only such security or (ii) an undivided interest in our underlying assets (please see the discussion under "-Plan Asset Issues" below).
|
TABLE OF CONTENTS
•
|
equity interests acquired by Covered Plans are "publicly offered securities" (as defined in the DOL regulations)-i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are "freely transferable" (as defined in the DOL regulations), and are either registered under certain provisions of the federal securities laws or sold to the Covered Plan as part of a public offering under certain conditions;
|
•
|
the entity is an "operating company" (as defined in the Plan Asset Regulations)-i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or
|
•
|
there is no significant investment by "benefit plan investors", which is defined to mean that immediately after the most recent acquisition by a Covered Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by Covered Plans (which does not include governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Covered Plan's investment in the entity.
|
TABLE OF CONTENTS
TABLE OF CONTENTS