Datacentrex purchased 23,076,923 Class A Common Units of ELNG for approximately $30,000,000, with the closing completed on August 28, 2026. Investors gain contractual protections including most-favored-nations treatment on later Equity and a pro rata right to join subsequent ELNG Debt Financing on matching terms.
Key Highlights
- The ELNG units were sold in a private transaction under an exemption from Securities Act registration.
- Datacentrex can elect more favorable terms if ELNG later issues equity on better terms.
- A separate agreement provides for EMG Eagle LNG Co-Investment, LP to invest $10,000,000 at the same value per unit.
The transaction closed on August 28, 2026, and Datacentrex (NASDAQ: DTCX) paid the purchase price.
$30,000,000 ELNG Unit Purchase Completed
Datacentrex joined that operating agreement at closing. ELNG and its subsidiaries develop liquefaction projects and provide services tied to LNG-based fuels, including production, distribution and Marketing for marine, space propulsion and power-generation markets.
The purchase agreement includes customary representations, warranties and covenants. The units were issued through a private offering and were not registered under the Securities Act of 1933 or applicable state securities laws. Transfer of the units remains subject to applicable law and the operating agreement.
Equity Protections and Future Financing Access
A most-favored-nations provision allows Datacentrex to elect more favorable terms if ELNG issues equity interests on better terms after the closing. The agreement also gives Datacentrex a pro rata right to participate in subsequent ELNG debt financing on the same terms and conditions, subject to existing preferential rights held by certain ELNG stakeholders.
The ELNG purchase proceeds will be used as a Capital contribution for a purpose redacted in the agreement.
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FAQs
Q: What did Datacentrex purchase from ELNG Equity?
A: Datacentrex agreed to purchase 23,076,923 Class A Common Units of ELNG from ELNG Equity LLC for an aggregate purchase price of approximately $30,000,000. The transaction closed on August 28, 2026.
Q: What financing rights does Datacentrex receive?
A: The Datacentrex agreement grants a pro rata participation right in subsequent ELNG debt financing. Participation is available on the same terms and conditions, subject to existing preferential rights.
Q: Are the ELNG units registered securities?
A: The ELNG Class A Common Units were issued in a private offering and were not registered under the Securities Act of 1933 or applicable state securities laws.
Q: What protection applies to future ELNG equity issuance?
A: Datacentrex may elect more favorable terms if ELNG later issues equity interests on better terms. The provision is included in the common unit purchase agreement.
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