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EE Inc-Subsequent events
3 Months Ended
Mar. 31, 2022
Subsequent Event [Line Items]  
Subsequent events
21.
Subsequent events

In connection with the Excelerate IPO, the following actions took place in April 2022.

Amended and Restated Limited Partnership Agreement

EE Holdings amended and restated the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) whereby, all of the outstanding interests of EELP were recapitalized into Class B interests and EELP was authorized to issue Class A interests. Subject to certain limitations, the EELP Limited Partnership Agreement permits Class B interests to be exchanged for shares of Class A Common Stock on a one-for-one basis or, at Excelerate’s election, for cash. Excelerate also became the general partner of EELP. In connection with the IPO, EELP issued 26,254,167 Class A interests to Excelerate, representing 24.2% of the EELP interests, and 82,021,389 Class B interests to EE Holdings, representing 75.8% of the EELP interests.

Tax Receivable Agreement

Excelerate entered into a Tax Receivable Agreement (“TRA”) for the benefit of EE Holdings and the Foundation pursuant to which Excelerate will pay 85% of the amount of the net cash tax savings, if any, that Excelerate is deemed to realize as a result of (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC)), (collectively, the “Foundation Vessels”) that existed as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A common stock, and (iii) certain other tax benefits related to Excelerate entering into the TRA, including tax benefits attributable to payments that Excelerate makes under the TRA.

Foundation Vessels Purchase

In exchange for (i) 7,854,167 shares of Class A common stock with a fair market value (based on the public offering price) of $188.5 million, (ii) a cash payment of $50.0 million and (iii) $21.5 million of estimated future payments under the TRA, EELP purchased from Maya Maritime LLC, a wholly owned subsidiary of the Foundation, all of the issued and outstanding membership interests in the Foundation Vessels. The acquisition of both the Excelsior and the Excellence vessels will be accounted for as asset acquisitions in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the accumulated cost of the vessel acquisitions, including Class A common stock and contingent consideration related to the TRA, will be allocated to the assets acquired based on relative fair value. In 2018, EELP entered into an agreement with a customer to lease the Excellence vessel with the vessel transferring ownership to the customer at the conclusion of the agreement for no additional consideration. Historically, EELP, as a lessor, has accounted for the Excellence vessel contract with our customer as a sales-type lease in the consolidated balance sheet in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). The Excellence vessel will continue to be accounted for as a sales-type lease and thus will not result in an adjustment to property and equipment. Any difference between the consideration given to acquire the Excellence and the historical finance lease liability will result in a loss on the income statement.

Senior Secured Revolving Credit Agreement

On April 18, 2022, EELP entered into a senior secured revolving credit agreement (“Credit Agreement”), by and among EELP, as borrower (the “Borrower”), Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder have made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enables us to borrow up to $350 million over a three-year term which expires in April 2025 and is expected to be used primarily for letters of credit, working capital, and other general corporate purposes.

Borrowings under the EE Revolver will bear interest at a per annum rate equal to the term Secured Overnight Financing Rate reference rate plus 0.10% (or alternate base rate) for such period plus an applicable margin, which applicable margin will be based on the Borrower’s consolidated total leverage ratio as defined and calculated under the Credit Agreement. The unused portion of the EE Revolver will be subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on the Borrower’s consolidated total leverage ratio.

The EE Revolver contains customary representations, warranties, covenants (affirmative and negative, including maximum consolidated total leverage ratio and minimum consolidated interest coverage ratio covenants), and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the EE Revolver.

Also on April 18, 2022, the Company applied proceeds of loans made by the lenders under the EE Revolver, on the closing day of such facility, to repay the KFMC Note in full, and the KFMC Note was terminated in connection with such repayment. For more information regarding the KFMC Note, see Note 11 – Long-term debt – related party.

ISDA Agreement with Kaiser

Kaiser and EELP were party to an ISDA Master Agreement dated February 15, 2008, as amended on February 15, 2011. Since January 2019, there has been one transaction resulting in a net settlement cost to EELP of $0.7 million under the ISDA Master Agreement. The ISDA Master Agreement was terminated upon the consummation of the IPO.

Long-Term Incentive Plan and Awards Thereunder

On April 18, 2022, Excelerate filed a registration statement on Form S-8 relating to 10,750,000 shares of Class A Common Stock, available for issuance pursuant to awards to eligible persons under the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate's employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool will be increased on January 1st of each calendar year beginning in 2023 by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee or such other committee designated by the board of directors of Excelerate to administer the LTI Plan.

In April 2022, under the LTI Plan, we granted 20,832 shares of Class A Common Stock underlying restricted stock units and 338,935 options to purchase Class A Common Stock shares with an exercise price of $24.00 per option. The grant date fair value of these awards was determined to be $24.00 per share and $13.50 per option, respectively, which we will recognize as compensation expense of the required service period of each award.

Excelerate Energy, Inc [Member]  
Subsequent Event [Line Items]  
Subsequent events
3.
Subsequent events

In connection with the Excelerate IPO, the following actions took place in April 2022.

Amended and Restated Limited Partnership Agreement

EE Holdings amended and restated the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) whereby, all of the outstanding interests of EELP were recapitalized into Class B interests and EELP was authorized to issue Class A interests. Subject to certain limitations, the EELP Limited Partnership Agreement permits Class B interests to be exchanged for shares of Class A Common Stock on a one-for-one basis or, at Excelerate’s election, for cash. Excelerate also became the general partner of EELP. In connection with the IPO, EELP issued 26,254,167 Class A interests to Excelerate, representing 24.2% of the EELP interests, and 82,021,389 Class B interests to EE Holdings, representing 75.8% of the EELP interests.

Tax Receivable Agreement

Excelerate entered into a Tax Receivable Agreement (TRA”) for the benefit of EE Holdings and the George Kaiser Family Foundation (or their affiliates) pursuant to which Excelerate will pay 85% of the amount of the net cash tax savings, if any, that Excelerate is deemed to realize as a result of (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC) that exist as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A common stock, and (iii) certain other tax benefits related to Excelerate entering into the TRA, including tax benefits attributable to payments that Excelerate makes under the TRA.

Long-Term Incentive Plan and Awards Thereunder

On April 18, 2022, Excelerate filed a registration statement on Form S-8 relating to 10,750,000 shares of Class A Common Stock, available for issuance pursuant to awards to eligible persons under the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate’s employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool will be increased on January 1st of each calendar year beginning in 2023 by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee or such other committee designated by the board of directors of Excelerate to administer the LTI Plan.

In April 2022, under the LTI Plan, we granted 20,832 shares of Class A Common Stock underlying restricted stock units and 338,935 options to purchase Class A Common Stock shares with an exercise price of $24.00 per option. The grant date fair value of these awards was determined to be $24.00 per share and $13.50 per option, respectively, which we will recognize as compensation expense of the required service period of each award.

Subsequent Events

We evaluated events subsequent to March 31, 2022 through May 25, 2022, the date that the financial statements were available to be issued.