Delaware
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83-1482060
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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Class A Common Stock
Beneficially Owned
Prior to the Offering
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Class A Common
Stock
Offered Hereby
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Class A Common Stock
Beneficially Owned
After the Offering
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Number
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%(1)
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Number
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%(1)
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||||||
Selling Securityholders
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Fortress Equity Partners GP LLC (2)
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13,399,317
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7.9
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%
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13,399,317
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—
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—
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%
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|||||||||||
FEP Holdco LLC(3)
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8,696,300
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5.2
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%
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8,696,300
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—
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—
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%
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|||||||||||
NFE SMRS Holdings LLC(4)
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36,057,591
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21.4
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%
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36,057,591
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—
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—
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%
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Directors and Executive Officers
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Wesley R. Edens(5)
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67,014,081
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39.7
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%
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63,735,882
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3,278,199
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1.9
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%
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Randal A. Nardone(6)
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24,325,294
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14.4
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%
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21,245,294
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3,080,000
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1.8
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%
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Christopher S. Guinta
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279,518
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*
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279,518
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—
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—
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%
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Desmond Iain Catterall
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71,429
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*
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71,429
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—
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—
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%
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David J. Grain
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114,294
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*
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71,429
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42,865
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*
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C. William Griffin
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308,429
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*
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71,429
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237,000
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*
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John J. Mack
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1,263,013
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*
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1,153,013
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110,000
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*
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Katherine E. Wanner
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77,129
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*
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71,429
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5,700
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*
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Matthew Wilkinson
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92,910
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*
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80,410
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12,500
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*
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* |
Represents beneficial ownership of less than one percent of shares outstanding. See footnote (1).
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(1) |
As of August 1, 2020, we had 168,706,396 shares of Class A common stock outstanding.
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(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.
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(3) |
FEP Holdco LLC (“HoldCo”) beneficially owns 8,696,300 shares of Class A common stock. HoldCo is an investment holding company organized under the laws of the State of Delaware with its principal office located
at 1345 Avenue of the Americas, New York, NY 10105 Attention: Michael Cohn. Mr. Edens and Mr. Nardone are each members of HoldCo and members of its board of managers. Mr. Edens and Mr. Nardone each disclaim beneficial ownership of shares of
Class A common stock beneficially owned by HoldCo.
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(4) |
Based on the Schedule 13D filed with the SEC on June 10, 2020 by NFE SMRS Holdings LLC, Great Mountain Partners LLC, Jonathan Rotolo and Alexander Thomson. Great Mountain Partners LLC is the manager of NFE SMRS
Holdings LLC and Mr. Rotolo and Mr. Thomson are the managers of Great Mountain Partners LLC. Mr. Rotolo and Mr. Thomson may be deemed to have shared voting and investment power over the shares of Class A common stock held by NFE SMRS
Holdings LLC. The address of NFE SMRS Holdings LLC is 10 Station Place, P.O. Box 233, Norfolk, Connecticut 06058.
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(5) |
Based on the Schedule 13D/A filed by Wesley R. Edens on June 3, 2020. Consists of 49,401,330 shares of Class A common stock held by Mr. Edens 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 has the sole right to receive or direct the receipt of dividends on, and the proceeds from, the sale of all such shares. Does
not include 8,696,300 shares of Class A common stock held by HoldCo over which Mr. Edens has only shared voting and shared dispositive power. 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 Registrant’s board of directors.
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(6) |
Based on the Schedule 13D/A filed by Randal A. Nardone on June 3, 2020. 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. Does not include 8,696,300 shares of Class A common stock held by HoldCo over which Mr. Nardone has only shared voting and shared dispositive power. 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 Registrant’s board of directors.
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Item 14. |
Other Expenses of Issuance and Distribution.
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Securities and Exchange Commission Registration Fee
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$
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293,400
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FINRA Filing Fee
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$
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225,500
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Accounting Fees and Expenses
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$
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15,000
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Legal Fees and Expenses
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$
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150,000
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Printing Fees
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$
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10,000
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Transfer Agents and Trustees’ Fees and Expenses
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$
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20,000
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Miscellaneous
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$
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33,300
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Total
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$
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747,200
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Item 15. |
Indemnification of Directors and Officers.
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Item 16. |
List of Exhibits.
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Exhibit
No.
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Description of Exhibits
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1.1*
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Form of Underwriting Agreement.
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Certificate of Conversion to a Corporation of New Fortress Energy LLC (incorporated by reference to Exhibit 99.2 to New Fortress Energy LLC's Quarterly Report on Form 10-Q filed on August 4, 2020).
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Certificate of Incorporation of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.3 to New Fortress Energy LLC's Quarterly Report on Form 10-Q filed on August 4, 2020).
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Bylaws of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.4 to New Fortress Energy LLC's Quarterly Report on Form 10-Q filed on August 4, 2020).
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3.4*
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Form of certificate representing preferred shares.
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4.1*
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Form of Depositary Agreement (including form of Depositary Receipt).
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Form of Indenture for debt securities between the registrant and the trustee to be named therein.
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4.3*
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Form of Warrant Agreement (including form of Warrant Certificate).
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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Powers of Attorney.
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Statement of Eligibility on Form T-1 of trustee under the Indenture.
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* |
To be filed by amendment to the registration statement or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended.
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Item 17. |
Undertakings.
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this
registration statement; and
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(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii)
or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective
date.
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(5) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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NEW FORTRESS ENERGY INC.
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By:
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/s/ Wesley R. Edens
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Name: Wesley R. Edens
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Title: Chief Executive Officer
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Signature
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Title
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Date
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/s/ Wesley R. Edens
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Chief Executive Officer and Chairman
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August 7, 2020
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Wesley R. Edens
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(Principal Executive Officer)
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/s/ Christopher S. Guinta
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Chief Financial Officer
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August 7, 2020
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Christopher S. Guinta
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(Principal Financial Officer)
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/s/ Yunyoung Shin
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Chief Accounting Officer
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August 7, 2020
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Yunyoung Shin
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(Principal Accounting Officer)
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/s/ Randal A. Nardone
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Director
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August 7, 2020
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Randal A. Nardone
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/s/ C. William Griffin
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Director
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August 7, 2020
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C. William Griffin
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/s/ John J. Mack
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Director
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August 7, 2020
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John J. Mack
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/s/ Matthew Wilkinson
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Director
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August 7, 2020
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Matthew Wilkinson
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/s/ David J. Grain
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Director
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August 7, 2020
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David J. Grain
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/s/ Desmond Iain Catterall
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Director
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August 7, 2020
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Desmond Iain Catterall
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/s/ Katherine E. Wanner
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Director
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August 7, 2020
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Katherine E. Wanner
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