Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Mutual Agreement, the Company agreed to exercise the Call Right
(as defined in the NFI LLCA), pursuant to which the Company would acquire such
The Company will own all of the
The Exchange Transactions are expected to significantly reduce the Company's
future tax distribution obligations to the members of
The Exchange Transactions were reviewed by a duly appointed committee of the
Board of the Directors of the Company (the "Board") consisting of
The foregoing summary of the Mutual Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Mutual Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.02 Unregistered Sales of
In connection with the Exchange Transactions described above, the Company will issue 144,342,572 Class A Shares.
The Exchange Transactions will be completed pursuant to the provisions of the NFI LLCA, and the Company will not receive any additional consideration for the Exchange Transactions. The issuance of the Class A Shares will be made in a private placement transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting of Shareholders (the "Annual Meeting") held on
1. The Company's shareholders elected three Class I directors, who comprise all
the directors of such class, to serve until the 2023 Annual Meeting of
Shareholders and until their respective successors are duly elected or
appointed and qualified. The numbers of shares that voted for the election of
such directors, withheld authority to vote for such directors, and represented
broker non-votes with respect to this proposal are summarized in the table
below.
Director Nominee Votes For Votes Withheld Broker Non-Votes*
Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the Nasdaq Global Select Market ("Nasdaq") from voting on a particular matter. Under Nasdaq rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who do not receive instructions are not entitled to vote on the election of directors but they are entitled to vote on the ratification of the appointment of the independent registered public accounting firm.
2. The Company's shareholders ratified the appointment of
the Company's independent registered public accounting firm for the fiscal
year ending
and abstained from voting for or against the ratification of the selection of
Votes For Votes Against Abstentions 166,485,436 6,028 3,143
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.1 Mutual Agreement, datedJune 3, 2020 , by and amongNew Fortress Energy LLC ,Fortress Equity Partners GP, LLC , WRE 2012Trust LLC ,FEP HoldCo LLC ,Wesley R. Edens ,Randal A. Nardone ,NFE SMRS Holdings LLC andNFE Sub LLC .
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this Form 8-K constitute "forward-looking statements," including statements regarding the closing of the Exchange Transactions and potential benefits expected to result from the Exchange Transactions. You can identify these forward-looking statements by the use of forward-looking words such as "expects," "may," "will," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this Form 8-K will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risk that the Exchange Transactions may not be completed on a timely basis or at all or that the Company will not receive the potential benefits expected to result from the Exchange Transactions. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results.
Any forward-looking statement speaks only as of the date on which it is made,
and, except as required by law, the Company does not undertake any 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 such factors. When
considering these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements included in the Company's annual and
quarterly reports filed with the
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