SecProbe.io

CORRESP
1
filename1.htm

            111 W 19th Street, 8th Floor

            New York, NY  10011

    January 10, 2023

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, DC 20549

          Attention:

            Jenifer Gallagher, Staff Accountant

    Karl Hiller, Branch Chief

          Re:

            New Fortress Energy Inc.

    Form 10-K for Fiscal Year ended December 31, 2021

    Filed March 1, 2022

    File No. 001-38790

    Dear Ms. Gallagher and Mr. Hiller:

    This letter is being submitted in response to the comment letter dated December 22, 2022 (the “Comment Letter”) from the staff of the Securities and Exchange Commission
      (the “Staff”) addressed to Christopher Guinta, Chief Financial Officer of New Fortress Energy Inc. (the “Company”). This letter contains the Company’s responses to the Comment Letter. For your convenience, each comment is repeated in bold below,
      followed by the Company’s response.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Business and Properties

    Our Shipping Assets, page 7

          1.

            We note your disclosures on pages 3 and 7 indicating that you have a fleet of 20 vessels used in your marine operations, including seven regasification units
              (FSRUs), which range in size from 125,000 to 170,000 cubic meters, and eleven liquefied natural gas carriers (LNGCs), which range in size from 6,500 to 174,000 cubic meters.

    We understand that some vessels are owned while others are held under charter agreements; some are used in your operations, while
      others are under charters for use by third parties; and that some are assigned to your Terminals and Infrastructure operating segment, while others are assigned to your Ships operating segment.

    Given your disclosures stating that FSRUs are "critical to service the demands of our large-scale downstream customers" and LNGCs
      "transport cargoes from ports, FSRUs and FSUs to other downstream facilities," it appears that further details of the individual shipping assets would more adequately inform as to the suitability, adequacy, productive capacity, and extent of
      utilization, consistent with Item 102 of Regulation S-K.

    For example, using a tabulation or incremental narratives, such details may include the vessel name, type of vessel, capacity, form of
      ownership or manner possession, location of deployment, operating segment, type of charter arrangement, and expiration date.

      1

    Response: In response to the Staff’s comment, the Company will
      expand its disclosures of Business and Properties in our Form 10-K beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2022. Please see below for an illustrative disclosure to be included by the Company in future
      annual filings. The illustrative disclosure reflects proposed revisions to the Business and Properties section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, subject to updates and adjustments to be made in connection
      with any material development of the subject matter being disclosed.

    PROPOSED DISCLOSURE:

    Our Shipping Assets

    Our shipping assets include three types of ships: Floating Storage and Regasification Units ("FSRUs"), Floating Storage Units ("FSUs") and LNG carriers
      ("LNGCs"), and each type of ship may be leased to customers under long-term or spot arrangements or operated by us. FSRUs provide offshore storage and regassification capabilities and are generally less costly and substantially faster to deploy
      compared to the construction and development of land-based LNG regassification and storage facilities. FSUs are floating storage assets, which often provide storage for LNG but are also capable of transporting LNG. LNG carriers are vessels that
      transport LNG and are compatible with many LNG loading and receiving terminals globally.

    Our shipping assets are deployed to our two operating segments, Ships and Terminals and Infrastructure. Several of our vessels are currently chartered to
      third parties, and these vessels are included in our Ships segment. These vessels operate globally based on the needs of the third-party contractual counterparties. As third-party charters expire, we plan to charter the vessels from Energos
      Infrastructure (“Energos”), a joint venture we formed in 2022 and described in more detail below, through the periods described below in various capacities. We plan to utilize several FSRUs currently in our Ships segment for our own regasification
      needs at our Facilities. We plan to utilize LNGCs and FSUs to transport LNG to our operations or to serve as storage for Fast LNG or other projects that we may undertake. We include these vessels in our Terminals and Infrastructure segment once we
      begin to use the vessels for our own operational purposes. We maintain flexibility to deploy vessels in our Terminals and Infrastructure segment as needed to operate our LNG supply chain and serve our downstream customers.

    On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP
      Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction regarding the substantial majority of our Shipping Assets. This sales and financing transaction comprised of the formation of Energos and the sale or contribution of
      eleven vessels, including six FSRUs, three FSUs and two LNGCs (the “Energos Formation Transaction”). As a result of the Energos Formation Transaction, we own approximately a 20% equity interest in Energos, with the remaining interest owned by the
      Purchaser.

    In connection with the Energos Formation Transaction, we entered into long-term time charter agreements for periods of up to 20 years in respect of ten
      of the vessels sold or contributed to Energos, the terms of which will commence upon the expiration of each vessel’s existing third-party charter.  As a result of this arrangement, when existing third-party charters expire between April 2023 and
      August 2027, those vessels will then be chartered to us by Energos for 20-year terms expiring between December 2027 and August 2042.

    Set forth below are tables containing additional detail regarding each vessel in our operating segments:

    Ships Segment:

            Vessel Name

            Vessel Type

            Capacity

              (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Golar Igloo

            FSRU

            170,000

            Energos

            Lease

            The Netherlands

      2

            Vessel Name

            Vessel Type

            Capacity

               (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Golar Celsius

            LNGC / FSU

            161,000

            Energos

            Lease

            Various

            Golar Penguin

            LNGC / FSU

            161,000

            Energos

            Lease

            Various

            Energos Eskimo

            FSRU

            161,000

            Energos

            Lease

            Kingdom of Jordan

            Golar Maria

            LNGC / FSU

            146,000

            Energos

            Lease

            Various

            Energos Winter

            FSRU

            138,000

            Energos

            Lease

            Brazil

            Methane Princess

            LNGC / FSU

            138,000

            Energos

            Lease

            Various

            Golar Mazo

            LNGC / FSU

            137,000

            60% NFE / 40% CPC

            Owned

            Various

            Nusantara Regas Satu

            FSRU

            125,000

            Energos

            Lease

            Indonesia

            Golar Spirit

            FSRU

            129,000

            NFE

            Owned

            Various

    Terminals and Infrastructure Segment:

            Vessel Name

            Vessel Type

            Capacity

              (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Orion sea

            LNGC / FSU

            174,000

            JP Morgan

            Lease

            Various

            Hoegh Gallant

            FSRU

            170,000

            Hoegh LNG

            Lease

            Jamaica

            NFE Grand

            LNGC / FSU

            146,000

            Energos

            Lease

            Various

            Energos Freeze

            FSRU

            126,000

            Energos

            Lease

            Various

            CNTIC Vpower Global

            LNGC / FSU

            28,000

            CNTIC Vpower Holdings

            Lease

            Various

            Coral Encanto

            LNGC / FSU

            30,000

            Anthony Veder

            Lease

            Various

            Avenir Accolade

            LNGC / FSU

            7,500

            Avenir

            Lease

            Various

            Coral Anthelia

            LNGC / FSU

            6,500

            Anthony Veder

            Lease

            Various

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

    Our Development Projects, page 55

          2.

            We note that you have provided a brief description of various development projects under this heading and on pages 5 and 6 in your Business and Properties section.
              Please expand your discussion and analysis to provide further details regarding each project, as necessary to reflect the status of the project at the reporting date.

    For example, include the estimated timeframe for completion, uncertainties regarding the timeframe, project feasibility, or ability to
      obtain financing, essential or key milestones, permitting or contracting requirements, and the estimated total and incremental project costs and the anticipated source of funds,

      3

    while clarifying such needs on both a short-term and long-term basis, consistent with Item 303(b)(1) of Regulation S-K.

    Response: In response to the Staff’s comment, the Company will
      expand its disclosures of our development projects beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2022. Please see below for an illustrative disclosure to be included by the Company in future annual filings. The
      illustrative disclosure reflects proposed revisions to Our Development Projects and Liquidity and Capital Resources sections of Management Discussion & Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K
      for the fiscal year ended December 31, 2022, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

    PROPOSED DISCLOSURE: ($ amounts in thousands throughout)

    Our Development Projects

    Our projects currently under development include our development of a series of modular floating liquefaction facilities to provide a source of low-cost
      supply of LNG to customers around the world through our Fast LNG technologies (“FLNG”); our LNG terminal facility in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”); our LNG terminal (“Barcarena Facility”) and power plant (“Barcarena Power
      Plant”) located in Pará, Brazil; and our LNG terminal (“Ireland Facility”) and power plant in Ireland. We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power,
      LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

    The design, development, construction and operation of our projects are highly regulated activities and subject to various approvals and permits. The
      process to obtain required permits, approvals and authorizations is complex, time-consuming, challenging and varies in each jurisdiction in which we operate. We obtain required permits, approvals and authorizations in due course in connection with
      each milestone for our projects.

    We describe each of our current development projects below.

    Fast LNG

    We are currently developing multiple modular floating liquefaction facilities to provide a source of low-cost supply of LNG to customers around the
      world. We have designed and are constructing offshore liquefaction facilities for our growing customer base that we believe are both faster and more economical to construct than many traditional liquefication solutions. The “Fast LNG,” or “FLNG,”
      design pairs advancements in modular, midsize liquefaction technology with jack up rigs, semi-submersible rigs or similar marine floating infrastructure to enable a lower cost and faster deployment schedule than land-based alternatives.
      Semi-permanently moored floating storage unit(s) (FSUs) will provide LNG storage alongside the floating liquefaction infrastructure, which can be deployed anywhere there is abundant and stranded natural gas.

    Our initial Fast LNG units are being constructed at the Kiewit Offshore Services shipyard near Corpus Christi, Texas. The Kiewit facility specializes in
      the fabrication and integration of offshore projects. In partnership with Kiewit, we believe we have established an efficient and repeatable process to reduce cost and time to build incremental liquefaction capacity. We expect to deploy our first
      Fast LNG unit in the first half of 2023, the second unit later in 2023, and additional units in 2024.

    We plan to deploy several Fast LNG units at different locations around the world and describe our currently planned projects below.

    Altamira

    In the fourth quarter of 2022, we finalized short-form agreements with the Comisión Federal de Electricidad (“CFE”) to supply natural gas to our first
      FLNG facility located off the coast of Altamira, Tamaulipas,

      4

    Mexico.  These arrangements are subject to finalizing long-form definitive agreements and satisfying certain conditions precedent. We plan to deploy
      multiple 1.4 million tons per annum (“MTPA”) FLNG units that will utilize CFE’s existing firm pipeline transportation capacity on TC Energy’s Sur de Texas-Tuxpan Pipeline to deliver feedgas volumes to NFE. We expect to deploy our first FLNG unit to
      Altamira in 2023.

    Louisiana

    In addition, we plan to install an FLNG facility approximately 16 nautical miles off the southeast coast of Grand Isle, Louisiana.  We have filed
      applications with the U.S. Maritime Administration ("MARAD") and the U.S. Coast Guard to obtain our deepwater port license application for this facility. The facility will be capable of exporting up to approximately 145 billion cubic feet of natural
      gas per year, equivalent to approximately 2.8 MTPA of LNG.

    Lakach

    Also, in the fourth quarter of 2022, we finalized agreements with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the
      Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets. NFE expects to invest in the continued development of the Lakach field over a two-year
      period by completing seven offshore wells and to deploy a 1.4 MTPA Fast LNG unit to liquefy the majority of the produced natural gas.