Debt | Debt As of December 31, 2022 and 2021, debt consisted of the following: December 31, 2022 December 31, 2021 Senior Secured Notes, due September 2025 $ 1,243,351 $ 1,241,196 Senior Secured Notes, due September 2026 1,481,639 1,477,512 Vessel Financing Obligation, due August 2042 1,406,091 — South Power 2029 Bonds, due May 2029 216,177 96,820 Barcarena Term Loan, due February 2024 194,427 — Vessel Term Loan Facility, due September 2024 — 408,991 Debenture Loan, due September 2024 — 40,665 Revolving Facility — 200,000 Subtotal (excluding lessor VIE loans) 4,541,685 3,465,184 Nanook SPV facility, due September 2030 — 186,638 Penguin SPV facility, due December 2025 — 90,035 Celsius SPV facility, due September 2023/ May 2027 — 113,273 Total debt $ 4,541,685 $ 3,855,130 Current portion of long-term debt $ 64,820 $ 97,251 Long-term debt 4,476,865 3,757,879 Long-term debt is recorded at amortized cost on the consolidated balance sheets. The fair value of the Company's long-term debt is $4,327,311 and $3,910,425 as of December 31, 2022 and 2021 , respectively, and is classified as Level 2 within the fair value hierarchy. Our outstanding debt as of December 31, 2022 is repayable as follows: December 31, 2022 2023 $ 64,820 2024 269,817 2025 1,307,972 2026 1,565,068 2027 140,247 Thereafter 1,234,361 Total debt $ 4,582,285 Less: deferred finance charges (40,600) Total debt, net deferred finance charges $ 4,541,685 The Company's future payments for the Vessel Financing Obligation include the expected carrying value of vessels that will be derecognized at the end of the lease term. The future payments also include third-party charter payments that will be received by Energos and included as part of debt service. 2025 Notes In September 2020, the Company issued $1,000,000 of 6.75% senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2025 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2021; no principal payments are due until maturity on September 15, 2025. The Company may redeem the 2025 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2025 Notes are guaranteed, jointly and severally, by certain of the Company’s subsidiaries, in addition to other collateral. The 2025 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain financial covenants and qualifications. The 2025 Notes also provide for customary events of default and prepayment provisions. The Company used a portion of the net cash proceeds received from the 2025 Notes, together with cash on hand, to repay in full the outstanding principal and interest under previously existing credit agreements and secured and unsecured bonds, including related premiums, costs and expenses. In December 2020, the Company issued $250,000 of additional notes on the same terms as the 2025 Notes in a private offering pursuant to Rule 144A under the Securities Act (subsequent to this issuance, these additional notes are included in the definition of 2025 Notes herein). As of December 31, 2022 and 2021, remaining unamortized deferred financing costs for the 2025 Notes were $6,649 and $8,804, respectively. 2026 Notes In April 2021, the Company issued $1,500,000 of 6.50% senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2026 Notes”) at an issue price equal to 100% of principal. Interest is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2021; no principal payments are due until maturity on September 30, 2026. The Company may redeem the 2026 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The 2026 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes, and the 2026 Notes are secured by substantially the same collateral as the first lien obligations under the 2025 Notes. The Company used the net proceeds from this offering to fund the cash consideration for the Mergers and pay related fees and expenses. In connection with the issuance of the 2026 Notes, the Company incurred $25,217 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2026 Notes on the consolidated balance sheets. As of December 31, 2022 and 2021, total remaining unamortized deferred financing costs for the 2026 Notes was $18,361 and $22,488, respectively. Vessel Financing Obligation In connection with the Energos Formation Transaction (see discussion in Note 5), the Company entered into long-term time charter agreements for certain vessels. Vessels chartered to the Company at the time of closing were classified as finance leases. Additionally, the Company's charter of certain other vessels will commence only upon the expiration of the vessel's existing third-party charters. These forward starting charters prevented the recognition of a sale of the vessels to Energos. As such, the Company accounted for the Energos Formation Transaction as a failed sale-leaseback and has recorded a financing obligation for consideration received from the Purchaser. The Company continues to be the owner for accounting purposes of vessels included in the Energos Formation Transaction (except the Nanook ), and as such, the Company will recognize revenue and operating expenses related to vessels under charter to third parties. Revenue recognized from these third-party charters form a portion of the debt service for the financing obligation; the effective interest rate on this financing obligation of approximately 15.9% includes the cash flows that Energos receives from these third-party charters . The lease terms for the charter agreements were for periods of up to 20 years. In connection with closing the Energos Formation Transaction, the Company incurred $10,010 in origination, structuring and other fees, of which $2,995 was allocated to the sale of the Nanook and recognized as Other (income), net in the consolidated statements of operations and comprehensive income (loss). Financing costs of $7,015 were allocated and deferred as a reduction of the principal balance of the financing obligation on the consolidated balance sheets. As of December 31, 2022 , the remaining unamortized deferred financing costs for the Vessel Financing Obligation was $6,866. South Power 2029 Bonds In August 2021, NFE South Power Holdings Limited (“South Power”), a wholly owned subsidiary of NFE, entered into a financing agreement (“CHP Facility”), initially receiving approximately $100,000. The CHP Facility was secured by a mortgage over the lease of the site on which the Company’s combined heat and power plant in Clarendon, Jamaica (“CHP Plant”) is located and related security. In January 2022, South Power and the counterparty to the CHP Facility agreed to rescind the CHP Facility and entered into an agreement for the issuance of secured bonds (“South Power 2029 Bonds”) and subsequently authorized the issuance of up to $285,000 in South Power 2029 Bonds. The South Power 2029 Bonds are secured by, amongst other things, the CHP Plant. Amounts outstanding at the time of the mutual rescission of the CHP Facility of $100,000 were credited towards the purchase price of the South Power 2029 Bonds. During the year ended December 31, 2022 , the Company issued $121,824, of South Power 2029 Bonds for a total amount outstanding of $221,824 as of December 31, 2022 . The South Power 2029 Bonds bear interest at an annual fixed rate of 6.50% and shall be repaid in quarterly installments beginning in August 2025 with the final repayment date in May 2029. Interest payments on outstanding principal balances are due quarterly. South Power is required to comply with certain financial covenants as well as customary affirmative and negative covenants. The South Power 2029 Bonds also provide for customary events of default, prepayment and cure provisions. The Company is in compliance with all covenants as of December 31, 2022. In conjunction with obtaining the CHP Facility, the Company incurred $3,243 in origination, structuring and other fees. The rescission of the CHP Facility and issuance of South Power 2029 Bonds was treated as a modification, and fees attributable to lenders that participated in the CHP Facility will be amortized over the life of the South Power 2029 Bonds; additional third-party fees associated with such lenders of $258 were recognized as expense in the first quarter of 2022. Additional fees for new lenders participating in the South Power 2029 Bonds were recognized as a reduction of the principal balance on the consolidated balance sheets. As of December 31, 2022 and December 31, 2021, the remaining unamortized deferred financing costs for the CHP Facility was $5,647 and $3,180, respectively. Barcarena Term Loan In the third quarter of 2022, certain of the Company's indirect subsidiaries entered into a financing agreement to borrow up to $200,000 due upon maturity in February 2024 (the “Barcarena Term Loan”); proceeds will be utilized to fund construction of the Barcarena Power Plant. As of December 31, 2022, the loan has been fully funded . Interest is due quarterly, and outstanding borrowings bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 4.70%. Additionally, undrawn balances incur a commitment fee of 1.9%. The obligations under the Barcarena Term Loan are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and New Fortress Energy Inc. has provided a parent company guarantee. Collateral on the Barcarena Term Loan includes liens on shares of entities constructing the Barcarena Terminal and Barcarena Power Plant, liens on equipment and machinery owned by these entities, and rights to future operating cash flows and receivables under the Barcarena Power Plant's power purchase agreements. The Company is required to comply with customary affirmative and negative covenants, and the Barcarena Term Loan also provides for customary events of default, prepayment and cure provisions. The Company was in compliance with all covenants as of December 31, 2022. The Company incurred $4,011 of structuring and other fees, and such fees have been deferred as a reduction to the principal balance of the Barcarena Term Loan. As of December 31, 2022 , the remaining unamortized deferred financing costs for the Barcarena Term Loan was $3,077. Vessel Term Loan Facility In September 2021, Golar Partners Operating LLC, an indirect subsidiary of NFE, closed the Vessel Term Loan Facility. Under this facility, the Company borrowed an initial amount of $430,000. Loans under the Vessel Term Loan Facility had an interest rate of LIBOR plus a margin of 3%. The Vessel Term Loan Facility was repaid in quarterly installments of $15,357, with the final repayment date in September 2024. In connection with the closing of the Vessel Term Loan Facility, the Company incurred $6,324 in organization, structuring and other fees, which was deferred as a reduction of the principal balance of the Vessel Term Loan on the consolidated balance sheet. Obligations under the Vessel Term Loan Facility were guaranteed by GMLP and certain of GMLP’s subsidiaries. Lenders have been granted a security interest covering three floating storage and regasification vessels and four liquified natural gas carriers, and the issued and outstanding shares of capital stock of certain GMLP subsidiaries have been pledged as security. As of December 31, 2021, the aggregate net book value of the three floating storage and regasification vessels and four liquified natural gas carriers pledged as security was approximately $660,567. On August 3, 2022, the Company exercised the accordion feature under the Vessel Term Loan Facility, drawing $115,000, increasing the total principal outstanding to $498,929. Net proceeds of $113,850 were received, and origination and other fees of $1,150 were deferred as a reduction to the balance of the Vessel Term Loan Facility. As part of the Energos Formation Transaction, all amounts outstanding under the Vessel Term Loan Facility, including this additional principal draw, were repaid. Unamortized deferred financing costs of $5,367 were recognized as Loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). Debenture Loan As part of the Hygo Merger, the Company assumed non-convertible Brazilian debentures in the aggregate principal amount of BRL 255.6 million due September 2024 (the “Debenture Loan”) bearing interest at a rate equal to the one-day interbank deposit futures rate in Brazil plus 2.65%. The Debenture Loan was recognized at fair value of $44,566 on the date of the Hygo Merger, and the discount recognized in purchase accounting resulted in additional interest expense until maturity. Interest and principal was payable on the Debenture Loan semi-annually on September 13 and March 13. In the third quarter of 2022, the Company repaid the outstanding amount of the Debenture Loan of BRL 198.6 million ($39.2 million); unamortized adjustments to the fair value of the Debenture Loan recognized as a result of the Mergers of $548 was recognized as Loss on extinguishment of debt, net in the consolidated statement of operations and comprehensive income (loss). Revolving Facility In April 2021, the Company entered into a $200,000 senior secured revolving credit facility (the "Revolving Facility"). The proceeds of the Revolving Facility may be used for working capital and other general corporate purposes (including permitted acquisitions and other investments). In February and May 2022, the Revolving Facility was amended to increase the borrowing capacity by $115,000 and $125,000, respectively, for a total capacity under the Revolving Facility of $440,000. Letters of credit issued under the $100,000 letter of credit sub-facility may be used for general corporate purposes. The Revolving Facility will mature in 2026, with the potential for the Company to extend the maturity date once in a one-year increment. Borrowings under the Revolving Facility bear interest at a rate equal to SOFR plus 0.15% plus 2.50% if the usage under the Revolving Facility is equal to or less than 50% of the commitments under the Revolving Facility and SOFR plus 0.15% plus 2.75% if the usage under the Revolving Facility is in excess of 50% of the commitments under the Revolving Facility, subject in each case to a 0% SOFR floor. Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium. The obligations under the Revolving Facility are guaranteed by certain of the Company's subsidiaries. The Company is required to comply with covenants under the Revolving Facility and letter of credit facility, including requirements to maintain Debt to Capitalization Ratio of less than 0.7:1.0, and for quarters in which the Revolving Facility is greater than 50% drawn, the Debt to Annualized EBITDA Ratio must be less than 5.0:1.0 for fiscal quarters ending December 31, 2021 until September 30, 2023 and less than 4.0:1.0 for the fiscal quarter ended December 31, 2023 until maturity. The Company was in compliance with all covenants as of December 31, 2022. The Company incurred $5,398 in origination, structuring and other fees, associated with entry into the Revolving Facility, which includes additional fees incurred to expand the facility in 2022. These costs have been capitalized within Other non-current assets on the consolidated balance sheets. As of December 31, 2022 and December 31, 2021 , total remaining unamortized deferred financing costs for the Revolving Facility was $5,172 and $3,807 , respectively. VIE loans The Company assumed the following debt of entities that were consolidated as VIEs. The Company was the primary beneficiary of these VIEs, and therefore these loan facilities were presented as part of the consolidated financial statements until these arrangements were terminated in conjunction with the Energos Formation Transaction. Nanook SPV facility In September 2018, the Nanook was sold to a subsidiary of CCB Financial Leasing Corporation Limited, Compass Shipping 23 Corporation Limited, and subsequently leased back on a bareboat charter for a term of twelve years. The Company had options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the third anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the twelve-year lease period. The SPV, Compass Shipping 23 Corporation Limited, the owner of the Nanook , had a long-term loan facility due to its parent that was denominated in USD and bore interest at a fixed rate of 2.5%. Penguin SPV facility In December 2019, the Penguin was sold to a subsidiary of Oriental Shipping Company, Oriental Fleet LNG 02 Limited, and subsequently leased back on a bareboat charter for a term of six years. The Company had options to repurchase the vessel throughout the charter term at fixed pre-determined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the six-year lease period. The SPV, Oriental Fleet LNG 02 Limited, the owner of the Penguin , had a long-term loan facility that was denominated in USD and bore interest at LIBOR plus a margin of 1.7%. Celsius SPV facility In March 2020, the Celsius was sold to a subsidiary of AVIC International Leasing Company Limited, Noble Celsius Shipping Limited, and subsequently leased back on a bareboat charter for a term of seven years. The Company had options to repurchase the vessel throughout the charter term at fixed predetermined amounts, commencing from the first anniversary of the commencement of the bareboat charter, with an obligation to repurchase the vessel at the end of the seven-year lease period. The SPV, Noble Celsius Shipping Limited, the owner of the Celsius , had two long-term loan facilities that were denominated in USD. The first facility was paid in quarterly installments over seven years that bore an interest rate of LIBOR plus a margin of 1.8%. The second facility with its parent bore a fixed interest rate of 4.0%. As part of the Energos Formation Transaction, the Company exercised its option to repurchase the Penguin , Celsius , and Nanook vessels for a total payment of $380,176. After exercising the repurchase options, the Company no longer had a controlling financial interest in these VIEs and deconsolidated the VIEs. The Company has recognized a loss of $9,082 from exiting this financing arrangements in Loss on extinguishment of debt, net in the consolidated statements of operations and comprehensive income (loss). Interest Expense Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the years ended December 31, 2022, 2021 and 2020 consisted of the following: Year Ended December 31, 2022 2021 2020 Interest per contractual rates $ 227,960 $ 175,420 $ 76,176 Interest expense on Vessel Financing Obligation 91,405 — — Amortization of debt issuance costs, premiums and discounts 11,098 8,588 15,471 Interest expense incurred on finance lease obligations 852 409 — Total interest costs $ 331,315 $ 184,417 $ 91,647 Capitalized interest 94,454 30,093 25,924 Total interest expense $ 236,861 $ 154,324 $ 65,723 |