New Fortress Energy closes restructuring, splits off Brazil and extinguishes $5.7 billion of debt

New Fortress Energy Inc. (NASDAQ: NFE) completed its previously announced comprehensive restructuring and recapitalization on September 11, separating its Brazilian businesses into BrazilCo and retaining its other businesses in CoreCo, or ‘New NFE.’ The closing extinguished approximately $5.7 billion of third-party debt through a creditor exchange and left existing shareholders with a minority of CoreCo's common equity.

Creditor package and BrazilCo separation

Plan Creditors received all of BrazilCo's common equity, CoreCo preferred equity with approximately $2.45 billion of liquidation preference, 65% of CoreCo's common stock and $571.3 million of CoreCo take-back term loans, alongside a separate FLNG 2 package. Existing stockholders retained 35% of CoreCo common at closing, after the reverse split and before incentive-plan issuance or preferred conversion; they did not receive BrazilCo equity under that creditor package.

The company also raised $136.5 million in new financing and effected a 1-for-50 reverse stock split. Chief Executive Wes Edens said overall corporate debt had fallen from approximately $5.7 billion to approximately $700 million. That remaining-debt figure is management's closing description; the filing says pro forma financial information for the significant disposition will follow by amendment within four business days.

The common-stock split is only the first ownership change

Creditors received 10,608,922 shares of CoreCo common and 2,454,936 shares of Series A mandatorily convertible preferred stock. The preferred starts with a $1,000-per-share liquidation preference and accrues a quarterly compounding return through increases to that preference, at annual rates of 3%, 5% and 7% in the first, second and third years, respectively.

On the third anniversary of closing, the preferred mandatorily converts into common representing 87% of fully diluted CoreCo common outstanding as of the Closing Date, after the closing common issuance and assuming the full incentive-plan reserve. The 35% retained by existing stockholders at closing therefore does not describe their ownership after that conversion. The company said the preferred was expected to begin trading on Nasdaq Global Select Market under NFEGP on September 11; common stock continues under NFE on a split-adjusted basis.

New financing accompanies the debt exchange

The $136.5 million capital raise comprises $36.5 million of senior term loans, including $35 million issued with a 4% original issue discount, and $100 million of junior term loans, plus a $3 million payment-in-kind premium on the junior loans. An amended facility provides $250 million of committed letters of credit, while BrazilCo paid approximately $74 million to CoreCo for certain existing intercompany obligations.

At FLNG 2 Parent, the creditor package includes $400 million of non-recourse senior secured term loans payable in full on the third anniversary of closing and $200 million of non-convertible preferred interests. Holders of those preferred interests have 100% of the voting power for the FLNG 2 Parent board. These obligations are separate components of the exchange and should be read alongside the CEO's description of remaining corporate debt.

A smaller business and a reconstituted board

Edens described New NFE as a simpler business with LNG, terminal and logistics operations in Mexico and Puerto Rico and a 735-megawatt power and turbine portfolio. The board decreased from eight seats to seven, with five new independent directors appointed and William P. Wall named non-executive chair. Six directors resigned effective at closing without disagreement; Charles M. Sledge continues and intends to remain through December 31, 2026.

The closing implements restructuring plans promoted by two indirect subsidiaries under Part 26A of the UK Companies Act 2006. The High Court of Justice of England and Wales sanctioned the plans on June 18, 2026, and the U.S. Bankruptcy Court for the Southern District of New York recognized them under chapter 15 on June 29, according to the 8-K. The closing announcement says all required steps, conditions and approvals were completed. The forthcoming pro forma amendment will provide the financial presentation of the separation.

Filing path

The disclosure path is Form 8-K AccNo 0001749723-26-000118 under Items 1.01, 1.02, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 8.01, and 9.01, with Exhibit 99.1.