Ceiba Energy, a portfolio company of Denham Capital, and New Fortress Energy Inc. (NASDAQ: NFE) have announced that they entered into a definitive agreement where NFE will acquire a 1.6 GW Capacity Reserve Contract (PortoCem PPA or PPA) in exchange for newly issued NFE redeemable Series A Convertible Preferred Stock and the assumption of certain liabilities from a subsidiary of Ceiba Energy. Following customary closing conditions including regulatory approval for the transfer of the PPA in Brazil, the PPA will contribute firm capacity payments of US$280 million per annum through its 15-year contract life. The transaction expects to close in March 2024, with project cash flows expected to begin no later than July 2026.

Latham & Watkins LLP is advising Ceiba Energy and Denham Capital in the transaction with a corporate deal team led by Houston partners James Garrett and John Greer, with associates Om Pandya, Jameson Miller, Kevin Donovan, Siyao Liu, and Tasbiha Batool. Advice was also provided on tax matters by Washington, D.C. partner Cheryl Coe and Houston partner Jared Grimley, with associate Emmanuel Kassim; on antitrust matters by Washington, D.C.  partners Lindsey Champlin and Jason Cruise and Washington, D.C. counsel Peter Todaro; on sanctions matters by Washington, D.C. partner Eric Volkman; on employee benefits matters by Houston counsel Krisa Benskin; on environmental matters by Los Angeles/Houston partner Josh Marnitz; and on finance matters by Houston counsel Bryce Kaufman, with associate Benjamin Gelfand.

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