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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent events
24.
Subsequent events

Newbuild FSRU

Effective October 4, 2022, Excelerate Vessel Company Limited Partnership, a Marshall Islands limited liability company (“EE Vessel Co.”), a subsidiary of EELP, entered into a Shipbuilding Contract (the “Newbuild Agreement”) with Hyundai Heavy Industries Co., Ltd., a company organized and existing under the laws of the Republic of Korea (the “Builder”). The Newbuild Agreement provides for the Builder to construct one new 170,000 CBM LNG Floating Storage Regasification Unit (the “Newbuild FSRU”) for a cost subject to adjustment and currently expected to be approximately $330 million. Payment is due in five installments with the final installment due concurrently with the delivery of the vessel. The Builder is obligated to provide a refund guarantee to EE Vessel Co. to secure the refund of the purchase price installments prior to the delivery of the Newbuild FSRU, if EE Vessel Co. becomes entitled to the same as a result of Builder default or other defined circumstances.

The Builder is expected to deliver the Newbuild FSRU in 2026. The risk of loss or damage to the Newbuild FSRU remains with the Builder until the Newbuild FSRU is delivered and accepted by EE Vessel Co. The Newbuild Agreement provides for customary warranties of the Builder related to the Newbuild FSRU’s design, construction, materials, and workmanship, and provisions addressing potential delay in delivery of the Newbuild FSRU and remedies in the event of default by either party. Together with the Agreement, EELP has provided a guaranty of EE Vessel Co.’s performance of its obligations under the Agreement.

ENE Onshore Merger

On October 17, 2022, EE Holdings, the indirect sole member of ENE Onshore, and EELP, the sole member of ENE Lateral, entered into a merger agreement, pursuant to which ENE Onshore was merged with and into ENE Lateral (the “Merger”), effective October 31, 2022. ENE Lateral was the surviving entity while ENE Onshore ceased to exist as a separate entity. Prior to the Merger,

Excelerate consolidated ENE Onshore as a variable interest entity as Excelerate was determined to be the primary beneficiary of ENE Onshore. After the Merger, Excelerate will cease to have a non-controlling interest related to ENE Onshore.

In connection with the merger, certain related party transactions were terminated:

1) The Kaiser AGT Indemnity Agreement, under which Excelerate had agreed to pay $1.2 million in annual fees to Kaiser for his guarantee of certain obligations of ENE Lateral and ENE Onshore, was terminated, effective as of October 20, 2022.

2) The AGT Guarantee was terminated, effective as of October 20, 2022. At the same time, EELP issued a new guarantee in respect of all payment obligations owed by ENE Lateral to AGT.

3) The Northeast Gateway Onshore Matters Agreement, pursuant to which EE Holdings and ENE Onshore agreed to indemnify EELP in respect of liabilities arising from all ENE Onshore activities at Northeast Gateway, was terminated, effective as of October 31, 2022.

4) The Capacity Release Payment Agreement, pursuant to which ENE Lateral had agreed to pay ENE Onshore for sales of capacity on AGT’s mainline facility that were received by ENE Lateral, was terminated on October 31, 2022, by virtue of the Merger.

In connection with the Merger, ENE Onshore entered into a Contribution and Note Termination Agreement, pursuant to which ENE Onshore received an equity contribution sufficient to allow it to remit payment to (a) KFMC of the then-outstanding KFMC-ENE Onshore Note and (b) AGT of amounts owed for October 2022 net capacity payments. Subsequently, the KFMC-ENE Onshore Note was terminated. After the contribution, on October 31, 2022, ENE Onshore had no material net assets or liabilities.

Dividend Declaration

On November 8, 2022, the Company announced that our Board of Directors declared a cash dividend, with respect to the quarter ended September 30, 2022, of $0.025 per share of Class A Common Stock. The dividend is payable on December 14, 2022, to Class A Common Stockholders of record as of the close of business on November 22, 2022. EELP will make a corresponding distribution of $0.025 per interest to holders of Class B interests on the same date of the dividend payment.