Golar LNG Limited Closes $402.5 Million of 2.75% Convertible Senior Notes Due 2022
February 17 2017 - 9:43AM
Hamilton, Bermuda, February 17, 2017
-- Golar LNG Limited (the "Company") (NASDAQ: GLNG) announced
today the closing of its previously announced offering of 2.75%
Convertible Senior Notes due 2022 (the "Notes"), in a private
placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the "Securities
Act"). The Company sold $402.5 million aggregate principal
amount of the Notes, including $52.5 million aggregate principal
amount of the Notes sold pursuant to the initial purchasers'
exercise in full of their 30-day option to purchase additional
Notes in connection with the offering.
The Notes are senior, unsecured obligations of
the Company, bear interest at a rate of 2.75% per annum, are
payable semi-annually in arrears on February 15 and August 15 of
each year, beginning on August 15, 2017, mature on February 15,
2022, and are convertible into the Company's common shares, cash,
or a combination of shares and cash, at the Company's election. The
conversion rate for the Notes initially equals 26.5308 common
shares per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $37.69
per common share, and is subject to adjustment.
The Company used approximately $31.2 million of
the net proceeds from the sale of the Notes to fund the cost of the
capped call transactions described below, including $4.1 million to
fund the cost of capped call transactions related to the sale of
the additional Notes, and will use the remaining funds for other
general corporate purposes.
In connection with the offering of the Notes,
including the additional Notes, the Company entered into capped
call transactions with one or more of the initial purchasers of the
Notes or their affiliates (the "option counterparties"). The
capped call transactions have an initial strike price of
approximately $37.69 per share and an initial cap price of $48.86
per share, subject to certain adjustments. The capped call
transactions cover, subject to customary adjustments, approximately
10,678,647 common shares of the Company. The capped call
transactions are expected to reduce the potential dilution to the
Company's common shares upon and/or offset the cash payments the
Company is required to make in excess of the principal amount of
converted Notes, with such reduction and/or offset subject to a
cap.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the Notes, nor shall
there be any sale of the Notes in any jurisdiction in which, or to
any person to whom, such an offer, solicitation or sale would be
unlawful. Any offer of the Notes will be made only by means of a
private offering memorandum.
The Notes and the shares of common stock
issuable upon conversion of the Notes have not been, and will not
be, registered under the Securities Act or the securities laws of
any other jurisdiction and may not be offered or sold absent
registration or an applicable exemption from registration
requirements under the Securities Act and applicable state
securities laws.
Forward-Looking Statements
This press release contains certain
forward-looking statements. Forward-looking statements include any
statement that may predict, forecast, indicate or imply future
results, performance or achievements. The words "believe,"
"anticipate," "intend," "estimate," "forecast," "project," "plan,"
"potential," "may," "should," "expect," "pending" and similar
expressions identify forward-looking statements. These
statements involve known and unknown factors and are based upon a
number of assumptions and estimates that are inherently subject to
significant risks and uncertainties, many of which are beyond the
Company's control. Actual results may differ materially from those
expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ
materially include, but are not limited to, those risks and
uncertainties described in reports and other documents the Company
files with the United States Securities and Exchange Commission,
including the Company's most recent Annual Report on Form
20-F. New factors emerge from time to time, and it is not
possible for the Company to predict all of these factors. As
a result, you are cautioned not to rely on any forward-looking
statements. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise unless required by
law.
Hamilton, Bermuda February 17, 2017 Enquiries: Golar Management
Limited: + 44 207 063 7900 Brian Tienzo Stuart Buchanan
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