SecProbe.io

Mail Stop 3561
September 14, 2018

Wesley R. Edens
Chief Executive Officer
NFE Financial Holdings LLC
111 W. 19th Street, 8th Floor
New York, NY 10011

Re: NFE Financial Holdings LLC
Draft Registration Statement on Form S-1
Submitted August 16, 2018
  CIK  No. 000179723

Dear Mr. Edens :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us w ith copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Cover Page
2. Include the concise list of applicable bulleted statements Section II.A.3.a of Release No.
33-6900 requires for limited partnerships and similar entities .

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 2

 Summary

3. Throughout your summary and your prospectus, you refer to the implementa tion of
“more stringent environmental regulations” and how these regulations may benefit your
business.  Please revise your disclosure to specify the regulations to which you are
making reference and clarify the status of these regulations.

Pennsylvani a Facility, page 3

4. Please revise to quantify the obligations associated with the “substantial portion of your
expected gas needs” for which you have already contracted and summarize the conditions
precedent.

Our Current Downstream Customers, page 3

5. Disclose the capacity at which your assets are currently operating to service JPS and
provide additional capacity disclosure to put in context your statement that these assets
“will have capacity to service” JPC and Jamalco, as well as other customers.

Business Strategies, page 4

6. Revise this section to clearly depict your current revenue -generating operations as
contrasted with your operations that are currently under development and those that you
intend to develop in the future, including the Pennsylvania Faci lity, the Old Harb our
Terminal and the CHP Plant.   Currently, the estimated steps to completion and
completion dates of these facilities are unclear.

Risk Factors, page 6

7. We note that you direct readers to your risk factors.  Please revise your discussion to
balance your summary to discuss the principal challenges or weakness and the risks and
limitations facing you .

Formation Transaction and Structure, page 7

8. You state t hat you will be the sole managing member of New Fortress Intermediate LLC
(“NFI”) and will consolidate it.  Based on the formation transactions, it appears that New
Fortress Energy Holdings LLC will own a majority of the common units of NFI  (“NFI
LLC Units”) following the offering.  If this is the case, please tell how you determined
consolidation of NFI is appropriate.  In doing so, tell us whether you will consolidate NFI
under the variable interest entity (“VIE”) model or the voting inter est model and explain
the reasons supporting your conclusions.  If you plan to consolidate NFI under the voting
interest model, tell us whether you determined NFI is more akin to a corporation or
limited partnership for consolidation assessment purposes.  Refer to ASC 810.

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 3

Organizational Structure , page 9

9. Revise to disclose who ultimately controls New Fortress Energy Holdings.  This
comment also applies to the beneficial ownership table on page 74.

Risk Factors

Our current ability to generate cash  is substantially dependent upon the performance by
customers under long -term contracts …, page 17

10. Here and elsewhere where you discuss the “long -term” nature of your contracts, revise to
provide the range of lengths remaining, given your dependence upon t hem.  Please also
provide additional credit quality information about your counter -parties, with a view to
understanding how you assessed their creditworthiness.   Finally, enhance your disclosure
to elaborate upon the “financial difficulties” recently exp erienced by Noble Group.
Our business is dependent upon obtaining substantial additional fundin g from various sources…,
page 19

11. Revise to specify the “meaningful period of time” you refer to here.
We may not be able to generate sufficient cash to service  all of our ind ebtedness…, page 20

12. Quantify your existing debt obligations and known future debt obligations in order to put
this risk in context.

Use of Proceeds, page 42

13. We note that you disclose that you intend use the proceeds of the offering “to  complete
the construction of the Old Harbour Terminal, the Pennsylvania Facility and the CHP
Plant, as well as for working capital and general company purposes.”  Please revise to
specify the intended use of proceeds by each project  discussed, considering your
disclosure elsewhere indicates that you will need additional resources to complete all of
these projects .  See Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations,  page 48

14. Please revise to break down the revenues you earn from natural gas and LNG sales.

Cost of sales, page 49

15. Please disclose the amount of LNG purchased from third parties included in cost of sales
for each period presented.  We believe this discl osure would provide useful information

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 4

 to investors in understanding the extent of LNG purchased externally versus produced
internally.

Business , page 56

16. In your discussion of your business, we note your disclosure that you intend to engage in
providing “financing capital investment to end users worldwide seeking to convert their
operating assets from diesel or heavy fuel oil (“HFO”) to LNG.”  In your ensuing
discussion please provide additional discussion of this facet of your business.  For
example, please discuss how much capital you intend to allocate to this business, and
what are the general terms and conditions of these investments

Our Liqu efaction Assets, page 57

17. Please revise to disclose the capacity you are currently utilizing, out of the to tal amount
available, at your Miami -Dade Facility.

Competitive Strengths , page 60

18. We note that you list as one of your competitive strengths is your scalable infrastructure.
However, we note on page 62 that you have DOE orders authorizing you to be able  to
export a total of the equivalent of 60,000 mtpa (approximately 3.02 Bcf/yr) of
domestically produced LNG .  If true, please discuss in an appropriate place in your
prospectus how your present DOE orders limit your growth to 3.02 Bcf/year.

Financial Sta tements

19. Please provide financial statements of the registrant or tell us why you believe they are
not required.  If these financial statements are not required, disclose in an appropriate
place in your filing, if true, that the registrant has not commence d operations and has no
or nominal assets or liabilities and to describe in sufficient detail any contingent liabilities
and commitments.

Consolidated Statements of Operations and Comprehensive Loss, page F -4

20. We note your pro forma income tax and net los s line items.  Please also present a pro
forma earnings per share figure or tell us why such disclosure is not required.

Notes to Consolidated Financial Statements

21. Please provide the disclosures required by ASC 280 -10-50-40 within your financial
statemen t footnotes.

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 5

 12.  Finance Leases, net, page F -16

22. We note that you account for arrangements involving your Montego Bay LNG terminal
and “other arrangements to lease equipment to customers” as direct finance leases.
Please address the following comments:

 Tell us how you determined these arrangements fall within the scope of ASC 840 -10-
15 and how you determined direct financing classification, versus sales -type
classification, was appropriate under ASC 840 -10-25-43.

 Explain how the net investment recorded for your direct financing leases complies
with the guidance in ASC 840 -30-30-11 through -13.  In doing so, clarify how you
determined the minimum lease payments and unguaranteed residual value accruing to
your benefi t.

 We note that you allocate consideration received from customers between lease and
non-lease components.  Identify for us all lease and non -lease components of these
arrangements.  Clarify whether or not you consider LNG sales to be a lease
component.

 Exhibits

23. Tell us what consideration you have given to filing as exhibits your LNG supply
agreement(s) as well as your GSAs, given how material they appear to be to your
business.  Refer to Item 601(b)(10) of Regulation S -K.

Please contact Yong Kim, Staff Accountant, at (202) 551 -3323 , or Andrew Blume, Staff
Accountant, at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -
3342, or me at (202) 551 -3720 if you have questions regarding the comments.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ran som
Assistant Director
        Office of Consumer Products