In May 2025, Excelerate closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica (the “Jamaica Business”) for approximately $1.055 billion in cash, which was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and LNG and fuel inventory (the “Acquisition”). Under the terms of the purchase agreement, Excelerate acquired 100% of the operating interests in three facilities, as well as the operations, pipelines and infrastructure associated therewith: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. The Acquisition was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand.

The Acquisition was accounted for as an acquisition of a business in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed related to the Acquisition were recorded at their fair values as of the closing date of May 14, 2025, which are shown below. These amounts will be finalized no later than one year from the acquisition date (in thousands):

Under the acquisition method of accounting, the assets acquired and liabilities assumed are recognized at their estimated fair values. The fair value of the assets and liabilities acquired was estimated by applying an indirect cost approach and an income approach. The fair value measurements of assets acquired and liabilities assumed are based on significant inputs, such as projections of replacement value, estimated future cash flows, the probability of contract renewals and an estimated discount rate, which are not observable in the market and therefore represent Level 3 inputs, as defined in Note 4 – Fair value of financial instruments. These inputs require judgments and estimates at the time of valuation. Any excess of the purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. Such excess of purchase price over the fair value of net assets acquired was approximately $249.2 million. The goodwill is attributable to expected operational and capital synergies and is expected to be deductible for tax purposes.

Revenue and net income (loss) attributable to the assets acquired for the period from May 14, 2025 through June 30, 2025, were $55.3 million and $12.7 million, respectively. For the six months ended June 30, 2025, transition and transaction expenses were $31.3 million.

Unaudited Pro Forma Financial Information

The following unaudited pro forma summary presents the consolidated results of operations for the six months ended June 30, 2025 and 2024 as if the Acquisition and related debt and equity issuances along with the use of proceeds therefrom had occurred on January 1, 2024 (in thousands):