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New Fortress Energy to Acquire Hygo Energy Transition, Golar LNG Partners in Combined USD 5bn Deal
Wednesday 13 January 2021

US-based energy infrastructure company New Fortress Energy Inc. (NASDAQ: NFE) has entered into definitive agreements to acquire Hygo Energy Transition Ltd, a 50-50 joint venture between Golar LNG Ltd. (NASDAQ: GLNG) and Stonepeak Infrastructure Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure Partners, and Golar LNG Partners, LP (NASDAQ: GMLP), the company said.

With the acquisition of Hygo, NFE will acquire an operating floating storage and regasification unit terminal and a 50% interest in a 1500mw power plant in Sergipe, Brazil as well as two other FSRU terminals with 1200mw of power in advanced stages in Brazil.

Hygo's fleet consists of a newbuild FSRU and two operating LNG carriers.

NFE will also acquire a leading owner of FSRUs and LNG carriers as well as a pioneer in floating liquefaction technologies with the GMLP transaction.

The addition of GMLP's fleet of six FSRUs, four LNG carriers and a 50% interest in Trains 1 and 2 of the Hilli, a floating liquefaction vessel, is expected to support both NFE's existing facilities and international project pipeline.

Under NFE's agreement with Hygo, NFE will acquire all of the outstanding shares of Hygo for 31.4m shares of NFE class A common stock and USD 580m in cash.

The transaction is valued at a USD 3.1bn enterprise value and a USD 2.18bn equity value.

Pursuant to the transaction, GLNG will receive 18.6 m shares of NFE class A common stock and USD 50m in cash and Stonepeak will receive 12.7 m shares of NFE class A common stock and USD 530m in cash.

Hygo's board of directors, together with GLNG and Stonepeak, the shareholders of Hygo, have unanimously approved the proposed transaction with NFE.

The closing of the transaction is subject to the receipt of certain regulatory approvals and third party consents and other customary closing conditions, and is expected to occur in the first half of 2021.

Under NFE's agreement with GMLP, NFE has agreed to acquire all of the outstanding common units of GMLP for USD 3.55 per common unit in cash. NFE has also agreed to acquire GMLP's general partner for equivalent consideration based on the general partner's economic interest in GMLP.

The preferred units of GMLP will remain outstanding. The transaction is valued at a USD1.9 bn enterprise value and USD 251m common equity value.

GMLP's board of directors, acting upon the recommendation of a special committee of independent directors of GMLP, unanimously approved the proposed transaction with NFE.

The closing of the transaction is subject to the approval by the holders of a majority of GMLP's outstanding common units, the receipt of certain regulatory approvals and third party consents and other customary closing conditions, and is expected to occur in the first half of 2021.

GLNG has entered into a support agreement with NFE committing to vote its approximately 30.8% interest in GMLP's common units in favor of the transaction.

Skadden, Arps, Slate, Meagher and Flom LLP, Conyers Dill and Pearman and Watson Farley and Williams are acting as NFE's legal advisors in the transaction.

Goldman Sachs and Co. and Citi are acting as financial advisors to Hygo and Vinson and Elkins LLP is acting as Hygo's legal advisor.

Deutsche Bank Securities Inc. is acting as financial advisor to the special committee of GMLP, Akin Gump Strauss Hauer and Feld LLP is acting as the special committee's legal advisor, and Baker Botts L.L.P. is acting as GMLP's legal advisor. Simpson, Thacher, and Bartlett LLP are acting as legal advisors to Stonepeak.

New Fortress Energy is a global energy infrastructure company founded to help accelerate the world's transition to clean energy.

The company funds, builds and operates natural gas infrastructure and logistics to rapidly deliver fully integrated, turnkey energy solutions that enable economic growth, enhance environmental stewardship and transform local industries and communities.
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Date Published: 13/01/2021

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