MORAM CAPITAL – COMPANY NOTE

New Fortress Energy – Restructuring Deep Dive

MORAM Capital

On Tuesday, March 17, New Fortress Energy formally launched its balance sheet restructuring, doing so through a UK court process rather than through a traditional US Chapter 11 filing. We do not think this came as a surprise to anyone. In fact, after covering the company since 2019, we had already become highly sceptical by August 2024 — following the FLNG debacle — and published several reports throughout 4Q24 and all of 2025 arguing that it was completely unviable for the company to repair its extremely stretched debt burden, whether organically or through asset sales.

The transaction itself is structured as a UK Restructuring Plan — $5.7bn, one of the largest transactions of its type ever completed under this framework — a court-sanctioned process under English law that allows a company to restructure its debt with creditor support, continue operating without interruption, and bind dissenting minorities through a cross-class cram-down mechanism. NFE has signed a Restructuring Support Agreement (RSA) with more than 50% of its creditors by value, which contains all material terms. The RSA is consensual, meaning the company avoids the adversarial dynamics and prolonged timeline of a US Chapter 11 filing.

New Fortress Energy UK Restructuring Plan structure – BrazilCo spin-off and New NFE
Overview of the NFE restructuring split: BrazilCo (Hygo) and New NFE remaining assets. Source: NFE / MORAM Capital.

The first step of the transaction is to split the company in two. NFE’s Brazilian operations — terminals, power plants and the entire Barcarena and Santa Catarina platform — will be spun off as a private entity called BrazilCo, reverting to its original name Hygo. It will be owned by a consortium of institutional investors and managed by the existing Brazil leadership team. Existing NFE shareholders receive zero equity in BrazilCo.

The remainder of the business — Puerto Rico, Mexico, Nicaragua, Fast LNG 1, and a portfolio of ten GE TM2500 turbines — will continue as a publicly listed entity under the ticker NFE. This is what the company calls “New NFE”. The corporate debt of “New NFE” will be cut from approximately $5.7 billion to approximately $527.5 million. In exchange, creditors will receive a combination of new debt, $2.5bn preferred equity, and 65% of the common equity. Existing shareholders retain 35% of “New NFE”, subject to further dilution if the preferred equity is not repaid within three years. Transaction completion is targeted for mid-2026.

Today we take a deep look at:

  • NFE’s new capital structure in detail — corporate debt, FLNG2 asset debt and new preferred shares.
  • Each remaining asset individually — standalone EBITDA estimates, realistic sale value, and where management narrative diverges from economic reality.
  • The full range of operating and monetisation scenarios — valuation outcomes, most likely path over the next three years, and whether this is a genuine opportunity or another value trap.
  • After seven years covering the company and having been early on each step of what has unfolded over the past 20 months, we believe this analysis will be useful for anyone with an interest in the name.

 

New Fortress Energy Capital Structure AFTER UK Restructuring

The capital structure of “New NFE” is the most important variable in this entire analysis. There are three layers to understand: the corporate debt, the preferred equity, and the asset-level FLNG2 financing.

The Creditor Allocation Table

The table below shows how each class of existing NFE debt converts into the new securities of “New NFE”. Figures reflect accrued claims as of 31 March 2026, before any preferred equity conversion elections.

New Fortress Energy creditor allocation table – debt-to-equity conversion by instrument class
NFE creditor allocation: each class of existing debt converted into new securities of New NFE. Source: NFE RSA / MORAM Capital.

Several structural observations deserve attention. The 2029 Bondholders — who had by far the largest claim at $2,730mm — receive $991mm of preferred equity and 26% of the common equity plus 94% of Brazil equity. Their collateral was always primarily Brazil, so the transaction effectively formalises that link: Brazil becomes their asset. The Term Loan B holders, whose liens extended to FLNG2, end up with a more diversified allocation across all four instruments. The Revolver holders, despite being technically senior in a liquidation, receive proportionally similar treatment to TLB — reflecting the consensual nature of the process and the likely negotiating dynamic.

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