SC 13G 1 brhc10023629_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

New Fortress Energy Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

644393100

(CUSIP Number)

April 15, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 644393100

SCHEDULE 13G

Page 2 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Stonepeak Infrastructure Fund II Cayman (G) Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			12,745,098

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			12,745,098

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,745,098

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 644393100

SCHEDULE 13G

Page 3 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Stonepeak Golar Power Holdings (Delaware) LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			12,745,098

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			12,745,098

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,745,098

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 644393100

SCHEDULE 13G

Page 4 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Stonepeak Infrastructure Fund II Cayman LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			12,745,098

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			12,745,098

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,745,098

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 644393100

SCHEDULE 13G

Page 5 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Stonepeak Infrastructure Fund II Cayman Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			12,745,098

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			12,745,098

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,745,098

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 644393100

SCHEDULE 13G

Page 6 of 10 Pages

1	NAMES OF REPORTING PERSONS
	MICHAEL DORRELL

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			12,745,098

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			12,745,098

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,745,098

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 644393100

SCHEDULE 13G

Page 7 of 10 Pages

Item 1(a).

Name of Issuer:

New Fortress Energy Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

111 W. 19th Street, 8th Floor

New York, New York, 10011

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Stonepeak Infrastructure Fund II Cayman (G) Ltd.;

(ii)

Stonepeak Golar Power Holdings (Delaware) LP;

(iii)

Stonepeak Infrastructure Fund II Cayman LP;

(iv)

Stonepeak Infrastructure Fund II Cayman Ltd.; and

(v)

Michael Dorrell (“Mr. Dorrell”)

This Statement relates to Common Stock (as defined herein) held for the account of Stonepeak Infrastructure Fund II Cayman (G) Ltd. Stonepeak Golar Power Holdings (Delaware) LP is the sole shareholder of Stonepeak Infrastructure Fund II Cayman (G) Ltd. The general partner of Stonepeak Golar Power Holding (Delaware) LP is Stonepeak Infrastructure Fund II Cayman LP. The general partner of Stonepeak Infrastructure Fund II Cayman LP is Stonepeak Infrastructure Fund II Cayman Ltd., whose managing shareholder is Michael Dorrell. Accordingly, each of Stonepeak Golar Power Holdings (Delaware) LP, Stonepeak Infrastructure Fund II Cayman LP, Stonepeak Infrastructure Fund II Cayman Ltd. and Mr. Dorrell may be deemed to indirectly beneficially own the shares of Common Stock reported herein.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 55 Hudson Yards, 550 W. 34th Street, 48th Floor, New York, NY 10001.

Item 2(c).

Citizenship:

Each of Stonepeak Infrastructure Fund II Cayman (G) Ltd. and Stonepeak Infrastructure Fund II Cayman Ltd. is a Cayman Islands exempted company. Stonepeak Infrastructure Fund II Cayman LP is a Cayman Islands exempted limited partnership. Stonepeak Golar Power Holdings (Delaware) LP is a Delaware limited partnership. Mr. Dorrell is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.01 per share (the “Common Stock”)

Item 2(e).

CUSIP Number:

644393100

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

CUSIP No. 644393100

SCHEDULE 13G

Page 8 of 10 Pages

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of April 15, 2021, each of the Reporting Persons may be deemed the beneficial owner of 12,745,098 shares of Common Stock. This amount includes 1,872,936 shares of Common Stock, subject to certain adjustments, which are to be transferred to certain individuals and entities that participate in Hygo Energy Transition Ltd.’s management incentive system in connection with the Issuer’s acquisition of Hygo Energy Transition Ltd. pursuant to a merger agreement that closed on April 15, 2021.

Item 4(b)

Percent of Class:

As of April 15, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 6.2% of the shares of Common Stock outstanding. This calculation assumes 206,692,963 Common Stock outstanding as of April 21, 2021 based on information provided by the Issuer.

Item 4(c)

Number of Shares as to which such person has:

Each Reporting Person:
(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	12,745,098
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	12,745,098

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 644393100

SCHEDULE 13G

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	STONEPEAK INFRASTRUCTURE FUND II CAYMAN (G) LTD.
	By: Stonepeak Golar Power Holdings (Delaware) LP, its sole shareholder
	By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
	By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner

	By: /s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Managing Shareholder

	STONEPEAK GOLAR POWER HOLDINGS (DELAWARE) LP
	By: Stonepeak Infrastructure Fund II Cayman LP, its general partner
	By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner

	By: /s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Managing Shareholder

	STONEPEAK INFRASTRUCTURE FUND II CAYMAN LP
	By: Stonepeak Infrastructure Fund II Cayman Ltd., its general partner

	By: /s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Managing Shareholder

	STONEPEAK INFRASTRUCTURE FUND II CAYMAN LTD.

	By: /s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Managing Shareholder

	By: /s/ Michael Dorrell
	Michael Dorrell

April 26, 2021

CUSIP No. 644393100

SCHEDULE 13G

Page 10 of 10 Pages

EXHIBIT INDEX

Ex.

A	Joint Filing Agreement

SEC Form SC 13G filed by New Fortress Energy Inc.