New Fortress Energy Files Chapter 15 to Enforce $5.7B UK Restructuring

New Fortress Energy Inc. brought the U.S. legal phase of its balance-sheet overhaul to the Southern District of New York on May 28, 2026, when two of its UK subsidiaries — NFE Global Holdings Limited and NFE Brazil Newco Limited — filed chapter 15 petitions seeking recognition of a pair of English restructuring plans. The case, jointly administered as No. 26-11268 before Judge Martin Glenn, is not a U.S. reorganization. It is an ancillary proceeding designed to give a UK-court-sanctioned deal binding effect in the United States, where most of the energy infrastructure group's roughly $5.7 billion of funded debt is governed by New York law. By the time the foreign representative asked the U.S. court to recognize the proceedings, the English court had already approved the plans (chapter 15 petition, Docket 1).

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A UK restructuring plan, recognized through chapter 15

The two debtors are private companies limited by shares incorporated in England and Wales. NFE Global Holdings, incorporated in October 2021, guarantees nearly all of the group's funded debt. NFE Brazil Newco was incorporated in April 2026 for the specific purpose of carrying the group's Brazilian restructuring. Both pursued separate restructuring plans under Part 26A of the UK Companies Act 2006 — the English analogue to a U.S. plan of reorganization — before the High Court of Justice of England and Wales.

The chapter 15 filing seeks recognition of those English Proceedings as "foreign main proceedings," recognition of the foreign representative, and enforcement of the plans and their broad releases inside the United States. The foreign representative is Christopher Boas, a director of both debtors since April 2026 and head of Europe at the boutique advisory firm Uzzi & Lall, who also serves as liquidating trustee of the Tupperware Brands estate. Skadden, Arps, Slate, Meagher & Flom serves as U.S. and UK counsel to the foreign representative; Kroll Issuer Services acts as information agent in London and Kroll Restructuring Administration as U.S. noticing agent (declaration supporting recognition, Docket 4).

The debtors' presence in the United States is deliberately thin — a retainer held in a Skadden client trust account in New York, plus their status as obligors on U.S.-dollar debt governed by New York law. That nexus is enough to qualify them under section 109(a), while the registered offices, books, bank accounts, and restructuring activity in London support a center-of-main-interests finding in England.

Why New Fortress Energy is restructuring

New Fortress Energy, the NASDAQ-listed parent, operates a global energy infrastructure business built around liquefied natural gas, founded, in its own framing, to address energy poverty and accelerate the transition to cleaner energy. The company is closely associated with co-founders Wesley R. Edens and Randal A. Nardone and with Fortress Investment Group; as of December 31, 2025, entities tied to that group held roughly 32.8 percent of the parent's voting power.

The filings attribute the distress to two pressures: an unfavorable pricing environment for LNG and heavy capital spending on projects that did not come online within expected timeframes or budgets. The combination strained a balance sheet that had grown to roughly $5.7 billion of external funded debt, plus another $2.4 billion of intercompany obligations (declaration supporting recognition).

The group engaged Skadden and Houlihan Lokey in mid-2025 and, by late September and early October, was presenting creditors with a concept that would spin off the Brazilian business. To hold the line while negotiations continued, the group entered temporary waivers and forbearances beginning in November 2025 to manage ongoing events of default. Those talks produced a restructuring support agreement on March 17, 2026.

Capital structure and what the plans do

The restructuring addresses the full stack of "Plan Debt." As of the petition date, external funded debt stood at $5,699,211,827 across seven instruments (declaration supporting recognition, Docket 4):

• 2026 Legacy Notes — $510,879,463 outstanding; 6.500% senior secured notes due September 30, 2026, issued under a 2021 indenture, with U.S. Bank Trust Company as trustee.
• 2029 Legacy Notes — $236,728,231; 8.750% senior notes due March 15, 2029.
• R-1 Revolving Facility — $100,000,000, which matured April 15, 2026, with MUFG Bank as agent.
• R-2 Revolving Facility — $560,400,000, maturing October 15, 2027.
• Term Loan A — $294,999,563, maturing July 2027; originally sized at up to $700 million in July 2024 and later reduced.
• Term Loan B — $1,266,077,800, maturing October 30, 2028, with Wilmington Trust as agent.
• New 2029 Notes — $2,730,126,770; 12.000% secured notes due November 15, 2029, issued by NFE Financing LLC in the 2024 Refinancing and guaranteed by NFE Brazil and a subsidiary that owns land in Wyalusing, Pennsylvania.

On top of that sit roughly $2.4 billion of intercompany facilities — a Brazilian intercompany loan, a $970 million Series I facility, and a roughly $1.43 billion Series II facility — on which NFE Global is an obligor (declaration supporting recognition).

The plans do two things at once. First, they cut the group's external funded debt from approximately $5.7 billion to less than $1 billion. Second, they split the enterprise into two independent companies: BrazilCo, holding the Brazilian operations and to be owned by certain creditors, and CoreCo, holding the remainder of New Fortress Energy. Creditors release their existing claims in exchange for a package of new instruments — New CoreCo term loans, CoreCo preferred and common stock, BrazilCo common equity, and FLNG 2 term loans and preferred equity. New 2029 Noteholders are routed to BrazilCo equity; the legacy notes and intercompany facilities convert into CoreCo stock; and the revolver and term loan classes receive a blend of new debt and equity.

For existing public holders of New Fortress Energy, the outcome is dilution rather than a wipeout. Under the plans, creditors take 65 percent of CoreCo's common stock and existing shareholders retain 35 percent, before further dilution from a management incentive plan and convertible preferred issued as plan consideration (supplemental declaration). The plans carry broad consensual releases of the group, its creditors, and their advisors, subject to customary carve-outs for fraud, gross negligence, willful misconduct, and professional fees. The equity to be issued relies on the section 3(a)(10) exemption from registration under the U.S. Securities Act, with the English court's sanction serving as the required fairness approval.

A deal already approved abroad

The restructuring arrived in court with overwhelming creditor support. The RSA, signed March 17, 2026, was backed by 778 creditors representing about 97 percent of the Plan Debt by value, with support reaching 100 percent in several tranches and not falling below roughly 85 percent in any class. The English court entered a convening order on May 14, 2026, the debtors held plan meetings on June 15, and the plans passed with near-unanimous consent — unanimous in six of the seven voting classes (supplemental declaration, Docket 17).

On June 18, 2026, after an uncontested hearing, the English court sanctioned both restructuring plans. The U.S. recognition hearing was scheduled for June 26, 2026. Recognition is a condition precedent to the deal's effectiveness, which is why the group needs the SDNY's order even though the substantive work was done in London: without it, a dissenting creditor could try to relitigate in the United States and unwind a transaction that the vast majority of lenders and noteholders have already approved.

Key dates

• March 17, 2026 — Restructuring support agreement signed; parent announces the deal via 8-K.
• May 14, 2026 — English court enters the convening order.
• May 28, 2026 — Chapter 15 petitions and verified petition filed in SDNY.
• June 15, 2026 — Plan meetings held; plans approved in six of seven classes unanimously.
• June 18, 2026 — English court sanctions both plans after an uncontested hearing.
• June 26, 2026 — U.S. recognition hearing scheduled.

Takeaways

New Fortress Energy's restructuring is a textbook use of the UK Part 26A plan paired with chapter 15: a cross-border group with U.S.-law debt negotiates a consensual recapitalization, runs the binding process through an English court, and then turns to a U.S. bankruptcy court only to enforce the result and head off challenges. The economics are substantial — more than $4.7 billion of debt erased and a corporate split that carves the Brazilian business out from the rest of the company. With roughly 97 percent creditor support, sanction already in hand, and existing shareholders left with a diluted 35 percent of the surviving core company, the U.S. recognition step is the final formality in a deal that was effectively settled before it reached New York.