エクセレレートエナジーの適時開示・重要契約・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 04, 2024

   

Excelerate Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41352	87-2878691
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2445 Technology Forest Blvd. Level 6
The Woodlands, Texas		77381
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 832 813-7100

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	EE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering of Excelerate Energy, Inc. (the “Company”), the Company entered into a Stockholder’s Agreement, as further amended in August 2023 (the “Stockholder’s Agreement”), with Excelerate Energy Holdings, LLC (“EE Holdings”) and Excelerate Energy Limited Partnership (“EELP”). The Stockholder’s Agreement grants EE Holdings, subject to the board’s fiduciary duties and certain ownership thresholds, the right to designate the chairperson of the Company’s board of directors (the “Board”), a certain number of nominees for election to the Board and, subject to listing exchange requirements, certain committee members (together, the “Board and Committee Composition Rights”). In the event that EE Holdings ceases to have the right to designate one or more director(s), if requested by the chairperson of the Board or a majority of directors then in office, the director designee selected by EE Holdings shall resign (the “Resignation Provision”) or EE Holdings shall take all action necessary to remove such director designee. Additionally, EE Holdings has certain observer rights as long as EE Holdings (including its permitted transferees) has the right to designate director-designees under the Stockholder’s Agreement. The Stockholder’s Agreement also specifies that the Company will not take certain significant actions specified therein without the prior written consent of EE Holdings, subject to specified ownership thresholds (the “Consent Rights”).

Recently, in an opinion captioned West Palm Beach Firefighters’ Pension Fund v. Moelis & Company (“Moelis”), the Court of Chancery of the State of Delaware declared invalid certain rights that are similar to some of the Board and Committee Composition Rights and to the Consent Rights. In light of the Moelis decision, on April 4, 2024, the Company, EELP and EE Holdings have entered into a Waiver Agreement with respect to the Stockholder’s Agreement (the “Waiver Agreement”). The Waiver Agreement is effective immediately and (i) reaffirms that the Board and Committee Composition Rights are subject to the fiduciary duties of the directors so that the Board and the Company need only comply with such rights to the extent that doing so is consistent with the fiduciary duties that the Company’s directors have in their capacity as directors, and waives any Board and Committee Composition Rights to the extent necessary to reflect this reaffirmation (the “Confirmation Waivers”); (ii) waives the Resignation Provision if the director designee subject to the Resignation Provision determines in good faith that resigning is inconsistent with his or her fiduciary duties (the “Resignation Provision Waiver”); and (iii) waives the Consent Rights (the “Consent Rights Waiver” and, together with the Confirmation Waiver and Resignation Provision Waiver, the “Waivers”). Each of the Waivers shall terminate, and be of no further force and effect, upon the occurrence of either (a) a final judicial decision from which there is no further right of appeal (which decision need not be issued in litigation involving the Company) or (b) the enactment of a law in the State of Delaware, where, in either case, the parties to the Waiver Agreement mutually agree that the decision or the new law results in the obligations waived in the Waiver Agreement, as applicable, being enforceable absent the relevant Waiver. In addition, the Waiver Agreement provides that, if such a decision or new law requires approval of the Board or stockholders to have such a result, then the Company and the Board shall take all Necessary Action (as defined in the Stockholder’s Agreement, including to limit any required action of the Board to those consistent with the directors’ fiduciary duties) to obtain such approval.

A copy of the Waiver Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Waiver Agreement is qualified in its entirety by reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
10.1		Waiver Agreement, by and among the Company, EE Holdings and EELP, dated April 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Excelerate Energy, Inc.

Date:	April 5, 2024	By:	/s/ Dana Armstrong
			Dana Armstrong Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-10.1 2 ee-ex10_1.htm EX-10.1 EX-10.1

EXECUTION VERSION

WAIVER AGREEMENT WITH RESPECT TO STOCKHOLDER’S AGREEMENT

This Waiver Agreement with respect to Stockholder’s Agreement (this “Waiver Agreement”), dated April 4, 2024, is by and among Excelerate Energy, Inc., a Delaware corporation (the “Company”), Excelerate Energy Limited Partnership, a Delaware limited partnership (the “Partnership”), and Excelerate Energy Holdings, LLC, a Delaware limited liability company (together with its Permitted Transferees who are assignees pursuant to Section ‎4.9 of the Stockholder’s Agreement, the “Kaiser Investor”) (each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, on April 18, 2022, the Parties entered into that certain Stockholder’s Agreement, which was subsequently amended by the Parties through Amendment No. 1 thereto, dated August 9, 2023 (as so amended, and as may be amended from time to time, the “Stockholder’s Agreement”);

WHEREAS, Section 2.1 of the Stockholders Agreement provides (subject to certain ownership thresholds) the Kaiser Investor with certain rights regarding Board Designees (all obligations of the Board or the Company pursuant to Section 2.1 other than those set out in Subsection (j) (regarding Observers), Subsection (k) (regarding confidentiality) and Subsection (l) (regarding exculpation, indemnification, advancement, and reimbursement), collectively, the “Board and Committee Composition Rights”);

WHEREAS, the Board and Committee Composition Rights are generally qualified by reference to fiduciary duties under Delaware law (including through the definition of Necessary Action);

WHEREAS, the Stockholders Agreement further provides that, if the Kaiser Investor shall cease to have the right to designate one or more director(s) pursuant to the Stockholders Agreement, the Director Designee(s) selected by the Kaiser Investor shall, at the request of a majority of the directors then in office or the Chairman of the Board (or the Chairman of the Nominating and Governance Committee in connection with the removal of the Chairman of the Board) resign immediately (“Company Resignation Right”), or the Kaiser Investor shall take all action necessary to remove such Director Designee(s) (“Kaiser Removal Obligation”);

WHEREAS, the Stockholders Agreement further provides (subject to certain ownership thresholds) that the Company will not, and will take all Necessary Action to cause its subsidiaries not to, take certain actions without the prior written consent of the Kaiser Investor (“Kaiser Consent Rights”);

WHEREAS, in an opinion captioned West Palm Beach Firefighters’ Pension Fund v. Moelis & Company (“Moelis”), the Court of Chancery of the State of Delaware declared invalid certain rights that are similar to some of the Board and Committee Composition Rights and to the Kaiser Consent Rights;

WHEREAS, the Stockholders Agreement provides that (i) if any provision of the Stockholders Agreement is found to be invalid or unenforceable in any jurisdiction, a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) each Party will take such further actions as may be reasonably requested from time to time by the other Parties to give effect to and carry out the transactions contemplated therein (the “Severability and Further Assurances Provisions”);

EXECUTION VERSION

WHEREAS, the Stockholders Agreement provides that any provision thereof may be waived in a writing signed by each of the parties against whom the waiver is to be effective; and

WHEREAS, in light of Moelis and the Severability and Further Assurances Provisions, the Parties have determined to enter into this Waiver Agreement.

NOW THEREFORE, for and in consideration of the mutual consideration and covenants contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound agree as follows:

Definitions. Initially capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Stockholder’s Agreement.

Confirmation – Board and Committee Composition Rights. The Kaiser Investor hereby confirms that the Board and Committee Composition Rights are subject to the fiduciary duties of the directors so that the Board and the Company need only comply with the Board and Committee Composition Rights to the extent doing so is consistent with the fiduciary duties that the Company’s directors have in such capacity, and the Kaiser Investor hereby waives any Board and Committee Composition Rights to the extent (and solely to the extent), necessary to reflect this confirmation.

Waiver – Kaiser Consent Rights. The Kaiser Investor hereby waives the Kaiser Consent Rights.

Waiver – Company Resignation Right. The Company hereby waives the Company Resignation Right to the extent (and solely to the extent) the Company Resignation Right requires a Director Designee to resign and such Director Designee determines in good faith that doing so is inconsistent with his or her fiduciary duties; provided, for the avoidance of doubt, the Company is not waiving the Kaiser Removal Obligation.

Termination. Each of the waivers in Section 2, Section 3 and Section 4 hereof shall terminate, and be of no further force and effect, upon the occurrence of either a final judicial decision from which there is no further right of appeal, which decision need not be issued in a litigation involving the Company, or the enactment of a law of the State of Delaware (in either case a “Final Legal Determination”) that, in either case, the Parties mutually agree in good faith results in the obligations waived in Section 2, Section 3 or Section 4, as applicable, being, or confirms that the obligations waived in Section 2, Section 3 or Section 4, as applicable, are, enforceable absent such waiver (a “Termination Effect”).

Termination Effect. Without limitation of the Severability and Further Assurances Provisions, if a Final Legal Determination requires approval of the Board of Directors or stockholders to have a Termination Effect, then the Company and the Board shall take all Necessary Action to obtain such approval.

EXECUTION VERSION

Permitted Transferee. The Kaiser Investor hereby agrees that it shall not assign, in whole or in part, any of its rights or obligations under the Stockholder’s Agreement to a Permitted Transferee unless (i) such assignment otherwise complies with Section 4.9 of the Stockholder’s Agreement and (ii) such Permitted Transferee agrees in writing to be bound by this Waiver Agreement.

Effect of Waiver Agreement. This Waiver Agreement shall form a part of the Stockholder’s Agreement for all purposes, and each Party shall be bound hereby. Any reference to the Stockholder’s Agreement shall be deemed a reference to the Stockholder’s Agreement as waived hereby. In the event of any conflict or inconsistency between the Stockholder’s Agreement and this Waiver Agreement, this Waiver Agreement shall prevail and control. This Waiver Agreement shall be deemed to be in full force and effect from and after the date hereof.

Governing Law. THIS WAIVER AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).

10.

Entire Agreement. This Waiver Agreement constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof; provided, that, except as waived hereby, each term and condition of the Stockholder’s Agreement shall continue in full force and effect. This Waiver Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

11.

Counterparts. This Waiver Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which, taken together, will be considered one and the same agreement.

[Signature Page Follows]

EXECUTION VERSION

IN WITNESS WHEREOF, the Parties hereto have executed this Waiver Agreement as of the date first written above.

COMPANY

Excelerate Energy, Inc.

By: /s/ Alisa Newman Hood

Name: Alisa Newman Hood

Title: Executive Vice President and General Counsel

PARTNERSHIP

Excelerate Energy Limited Partnership
By: Excelerate Energy, Inc., its general partner

By: /s/ Alisa Newman Hood

Name: Alisa Newman Hood

Title: Executive Vice President and General Counsel

KAISER INVESTOR

Excelerate Energy Holdings, LLC
By: Kaiser-Francis Management Company LLC, Inc., its manager

By: /s/ Don P. Millican

Name: Don P. Millican

Title: President