New Fortress Energy (NFE) SC 13DGolar LNG Partners / New Fortress Energy ownership change

 

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

CUSIP Y2745C102

 

This Schedule 13D relates to the common units representing limited partner interests (“Common Units”) of Golar LNG Partners LP, a Marshall Islands limited partnership (the “Issuer” or “GMLP”). The address of the principal executive offices of the Issuer is 2nd Floor S.E., Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda.

 

 

 

 

 

 

 

 

 

On January 13, 2021, NFE entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Issuer, pursuant to which, among other things, on the terms and subject to the satisfaction or waiver of the  conditions contained therein, Lobos Acquisition LLC, a Marshall Islands limited liability company and an indirect subsidiary of NFE (“Merger Sub”), will merge with and into GMLP, with GMLP continuing as the surviving entity and an indirect subsidiary of NFE (the “Merger”) and, subject to certain exceptions, each issued and outstanding Common Unit will be automatically converted into and represent the right to receive cash in an amount equal to $3.55, as provided in the Merger Agreement.

 

Concurrently with the consummation of the Merger, NFE International Holdings Limited, a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of NFE (“GP Buyer”), will purchase from Golar LNG Limited, a Bermuda exempted company (“GLNG”), and GLNG will transfer to GP Buyer, all of the outstanding membership interests of Golar GP LLC, a Marshall Islands limited liability company (the “General Partner”) pursuant to a Transfer Agreement dated as of January 13, 2021 (the “Transfer Agreement”) for a purchase price of $5,099,188, which is equivalent to $3.55 per general partner unit of GMLP owned by the General Partner.

 

On January 13, 2021, contemporaneously with the execution of the Merger Agreement, NFE, GMLP, GLNG and the General Partner entered into a Support Agreement, dated January 13, 2021 (the “Support Agreement”), with respect to certain commitments made by GLNG and the General Partner to vote in favor of the approval of the Merger Agreement, as further described in Item 4 below.

 

The Reporting Person did not purchase any Common Units pursuant to the Support Agreement, and the Reporting Person has made no payments, and will not make any payments, to the holders of Common Units  in connection with the Support Agreement.

 

The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.

 

 

Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Common Unit that is issued and outstanding as of immediately prior to the Effective Time (subject to certain exceptions) will be converted into and will thereafter represent the right to receive cash in an amount equal to $3.55.

 

 

Under the terms and subject to the conditions set forth in the Transfer Agreement, at the Effective Time, GP Buyer will purchase from GLNG, and GLNG will transfer to GP Buyer all of the outstanding membership interests of the General Partner pursuant to the Transfer Agreement for a purchase price of $5,099,188, which is equivalent to $3.55 per general partner unit of GMLP owned by the General Partner.

 

 

Contemporaneously with the execution of the Merger Agreement, NFE, GMLP, GLNG and the General Partner entered the Support Agreement, which provides for, among other things, GLNG’s and the General Partner’s agreement to vote all of the Common Units held by them as of such date (i) in favor of the adoption of the Merger Agreement, (ii) against any Superior Proposal (as defined in the Merger Agreement), and (iii) against any amendment of GMLP’s certificate of limited partnership or limited partnership agreement or other proposal that would delay, impede, frustrate, prevent or nullify the Merger or Merger Agreement or change in any manner the voting rights of any outstanding Common Units. As of January 13, 2021, GLNG was the beneficial owner of approximately 30.8% of the Common Units of GMLP.

 

In the event of an Adverse Recommendation Change (as defined in the Merger Agreement), the obligation of GLNG and the General Partner to vote with respect to the foregoing matters will be modified so that GLNG and the General Partner will vote (i) a number of Common Units equal to 20% of the outstanding Common Units as of the Partnership Meeting Date (as defined in the GMLP Merger Agreement) in respect of such matters and (ii) all remaining Common Units owned by them in a manner that is proportionate to the manner in which all outstanding Common Units (other than Common Units held by GLNG and the General Partner) are voted in respect of such matters.

 

The Support Agreement will terminate upon the earliest to occur of: (a) the termination of the Merger Agreement in accordance with its terms; (b) the Effective Time; (c) the date of any modification, waiver or amendment to the Merger Agreement effected without the consent of such holder of Common Units that (i) decreases the amount or changes the form of consideration payable to all of the unitholders of GMLP pursuant to the terms of the Merger Agreement as in effect on the date of the Support Agreement or (ii) otherwise materially adversely affects the interests of such holders of Common Units; (d) the mutual written consent of the parties to the Support Agreement; and (e) July 13, 2021, if the Merger is not consummated on or prior to such date.

 

The foregoing summary of the Merger Agreement, the Transfer Agreement and the Support Agreement is qualified in its entirety by the terms and conditions of such agreements, which are filed herewith as Exhibits A, B and C,  respectively.

 

 

 

 

 

 

 

The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 6.

 

Other than the Merger Agreement, the Transfer Agreement and the Support Agreement described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of New Fortress Energy Inc. (“NFE”), are set forth below. Each non-management director’s business address is c/o New Fortress Energy Inc., 111 W. 19th Street, 8th Floor, New York, New York 10011, and each executive officer’s business address is 111 W. 19th Street, 8th Floor, New York, New York 10011. All of the individuals listed below are citizens of the United States.