Excelerate Energy Announces Proposed Public Offering of Class A Common Stock

Rhea-AI Summary

Excelerate Energy (NYSE: EE) has launched an underwritten public offering of $150 million of Class A common stock shares. The company will grant underwriters a 30-day option to purchase up to an additional $22.5 million of shares.

The proceeds, combined with approximately $650 million in planned senior indebtedness and cash on hand, will fund the $1.055 billion acquisition of New Fortress Energy's Jamaica business. The offering's completion is subject to market conditions and is not contingent on the acquisition closing.

Barclays and Morgan Stanley are serving as lead book-running managers for the offering, which will be conducted under Excelerate's previously filed S-3 shelf registration statement.

Positive

• Strategic expansion into Jamaica through $1.055B acquisition of NFE's business
• Diversified funding approach combining equity, debt, and cash reserves

Negative

• Significant shareholder dilution through $150M stock offering
• Substantial increase in debt burden with planned $650M senior indebtedness
• Large cash outlay of $1.055B for acquisition

Insights

Financial Analyst

Excelerate Energy's $150 million public offering represents substantial dilution for a company with a $745 million market cap, amounting to approximately 20% of its current value. This equity raise is part of a larger financing package including $650 million in planned senior debt to fund the $1.055 billion acquisition of New Fortress Energy's Jamaica business.

The financing structure is heavily weighted toward debt, which will significantly alter EE's capital structure and risk profile. The total acquisition value exceeds EE's current market capitalization by over 40%, making this a transformative rather than incremental transaction. Investors should note that the 30-day option granted to underwriters for an additional $22.5 million in shares represents potential further dilution.

A critical consideration is that the equity offering isn't contingent on the acquisition closing, creating potential risk if the deal falls through after capital is raised. The involvement of Barclays and Morgan Stanley as lead book-running managers adds institutional credibility to the offering, though market conditions will ultimately determine its success.

This transaction fundamentally reshapes EE's financial position, with significant shareholder dilution and substantially increased leverage being immediate consequences. Without details on the Jamaica assets' revenue generation, profitability, or growth potential, it's difficult to assess whether the long-term strategic benefits will outweigh these considerable financial commitments.

THE WOODLANDS, Texas--(BUSINESS WIRE)-- Excelerate Energy, Inc. (NYSE: EE) (“Excelerate” or the “Company”) announced that it has commenced an underwritten public offering of $150 million of shares of its Class A common stock. In connection with this offering, the Company expects to grant the underwriters a 30-day option to purchase up to $22.5 million of additional shares of Class A common stock at the public offering price, less the underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurances as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds from this offering, together with the expected incurrence of approximately $650 million aggregate principal amount of senior indebtedness, subject to market conditions, and cash on hand, to fund the consideration payable by the Company in the previously-announced pending acquisition of New Fortress Energy, Inc.’s (Nasdaq: NFE) business in Jamaica for $1.055 billion in cash, subject to certain adjustments. The closing of the offering is not conditioned upon the closing of the pending acquisition.

Barclays and Morgan Stanley are acting as lead book-running managers.

The shares described above are being offered by the Company pursuant to the Company’s shelf registration statement on Form S-3, as amended, including a base prospectus, that was previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and that was declared effective by the SEC on May 24, 2023. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, which are available for free on the SEC’s website located at www.sec.gov. A final prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, emailing Barclaysprospectus@broadridge.com or calling (888) 603-5847; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company’s Class A common stock or any other security, nor is there any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT EXCELERATE ENERGY, INC.

Excelerate Energy, Inc. is a U.S.-based LNG company located in The Woodlands, Texas. Excelerate is changing the way the world accesses cleaner forms of energy by providing integrated services along the LNG value chain with the objective of delivering rapid-to-market and reliable LNG solutions to customers. The Company offers a full range of services across the LNG value chain. Excelerate has a presence in Abu Dhabi, Antwerp, Boston, Buenos Aires, Chattogram, Dhaka, Doha, Dubai, Hanoi, Helsinki, London, Rio de Janeiro, Singapore, and Washington, DC.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, about Excelerate and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this press release, including, without limitation, statements regarding: the timing, size, structure and completion of the proposed offering on the anticipated terms; the anticipated use of the net proceeds of the proposed offering; the grant to the underwriters of the option to purchase additional shares; and the pending acquisition. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “plan,” “potential,” “predict,” “project,” “shall,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed offering will not be consummated; the price and availability of financing; our ability to fund and close the pending acquisition; the anticipated timing and terms of the pending acquisition; our ability to realize the anticipated benefits of the pending acquisition; our ability to manage the risks of the pending acquisition; unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or existing or anticipated project cancellations; the competitive market for liquified natural gas (“LNG”) regasification services; changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; and those detailed in Excelerate’s most recent Annual Report on Form 10-K and other filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All forward-looking statements, expressed or implied, included in this press release and any oral statements made in connection with this press release are expressly qualified in their entirety by the foregoing cautionary statements. Excelerate undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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Investors

Craig Hicks

Craig.Hicks@excelerateenergy.com

Media

media@excelerateenergy.com

or

Stephen Pettibone / Frances Jeter

FGS Global

Excelerate@fgsglobal.com

Source: Excelerate Energy, Inc.

FAQ

What is the size of Excelerate Energy's (EE) proposed public stock offering?

Excelerate Energy is offering $150 million in Class A common stock, with an additional 30-day option for underwriters to purchase up to $22.5 million more shares.

How will Excelerate Energy (EE) finance the NFE Jamaica acquisition?

The acquisition will be funded through a combination of the $150M stock offering, approximately $650M in senior debt, and cash on hand, totaling $1.055 billion.

Who are the lead underwriters for Excelerate Energy's (EE) stock offering?

Barclays and Morgan Stanley are acting as lead book-running managers for the offering.

What is the purpose of Excelerate Energy's (EE) $150M stock offering?

The proceeds will help fund the $1.055 billion acquisition of New Fortress Energy's Jamaica business.