Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 16

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Table of Contents
Pro Forma Selling Stockholders
We issued to the Selling Stockholders 103,123,858 shares of our Common Stock in connection with our initial public offering and the subsequent
Business Combination.
We issued Warrants to purchase up to 12,081,895 shares of our Common Stock. The Warrants are currently exercisable and expire five years after
the completion of the Business Combination or earlier upon redemption or liquidation. The Warrants have an exercise price of $11.50 per Warrant
and are callable by us at a price of $17.50 per Warrant. If we call the Warrants for redemption, we have the right to require all holders to exercise
their Warrants on a cashless basis.
In connection with the Business Combination, we agreed that certain of our Selling Stockholders are entitled to receive four separate tranches of
4,893,326 shares of our Common Stock each (up to 19,573,304 shares in the aggregate) upon the achievement of each of the following milestones:
Milestone 1 — We or one or more of our subsidiaries receive a Final Environment Impact Statement issued by the Federal Energy
Regulatory Commission (“FERC”) by June 30, 2018.
Milestone 2 — The execution by us or one or more of our subsidiaries of a binding sale and purchase or tolling agreement (with customary
conditions precedent) for the sale and purchase of, or the provision of tolling services with respect to, at least 1 million tons of LNG per
annum by June 30, 2018.
Milestone 3 — The execution by us or one or more of our subsidiaries of an engineering procurement and construction contract (with
customary conditions precedent) for the construction of the Rio Grande LNG export terminal by December 31, 2018.
Milestone 4 — An affirmative vote of our board of directors of to make a final investment decision for the Rio Grande LNG or Rio Bravo
Pipeline projects by June 30, 2019.
In addition, in connection with the Business Combination, we agreed that certain of our Selling Stockholders are entitled to receive restricted shares
of our Common Stock, in an amount based on the number of Common Stock outstanding at the time of achieving each of the following milestones:
Milestone 1 — 6.25% upon the execution by the Company of a final agreement with an engineering, procurement and construction (EPC)
contractor for an LNG facility.
Milestone 2 — 25.00% upon the execution of one or more binding LNG sale and purchase or tolling agreements, with customary conditions
precedent, providing for an aggregate of at least 3.825 million tons per annum.
Milestone 3 — 68.75% upon reaching a positive final investment decision for the Rio Grande LNG project.
We estimate that the aggregate number of restricted shares to be issued will not exceed 7,500,000 shares.
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