Exchange of Golar LNG Partners LP Incentive Distribution Rights
(Thomson Reuters ONE) -
Golar LNG Limited (NASDAQ: GLNG) and Golar GP LLC (collectively, "Golar")
announced today that they have entered into an agreement with Golar LNG Partners
L.P. ("Golar Partners" or "the Partnership") to exchange all of the existing
incentive distribution rights ("Old IDRs") for (i) the issuance of a new class
of incentive distribution rights ("New IDRs") and an aggregate of 2,994,364
common units and an aggregate of 61,109 general partner units on the closing
date of the exchange (the "Closing") and (ii) an aggregate of up to 748,592
additional common units and up to 15,278 additional general partner units
(collectively, the "Earn-Out Units") that may be issued subject to certain
conditions described below (collectively, the "Transaction"). The Earn-Out
Units represent an aggregate of 20% of the total units to be issued in
connection with the Transaction. If the Partnership issues the Earn-Out Units,
the Partnership will have issued to Golar an aggregate of 3,742,956 common units
and 76,387 general partner units in connection with the Transaction.
The Partnership will issue to Golar 50% of the Earn-Out Units if the Partnership
pays a distribution of available cash from operating surplus pursuant to the
terms of the Partnership's agreement of limited partnership, as amended and
restated in connection with the Transaction (the "Partnership Agreement"), on
each of the outstanding common units of the Partnership (the "Common Units")
equal to or greater than $0.5775 per Common Unit in respect of each of the
quarterly periods ended December 31, 2016, March 31, 2017, June 30, 2017 and
September 30, 2017. The Partnership will issue to Golar the remaining 50% of
the Earn-Out Units if the Partnership has issued the first 50% of the Earn-Out
Units and the Partnership pays a distribution of available cash from operating
surplus pursuant to the terms of the Partnership Agreement on each of the
outstanding Common Units equal to or greater than $0.5775 per Common Unit in
respect of each of the quarterly periods ended December 31, 2017, March
31, 2018, June 30, 2018 and September 30, 2018.
The terms of the New IDRs are effective with respect to the distribution for the
quarter ended December 31, 2016, payable in February 2017. The New IDRs provide
for distribution "splits" between the IDR holders and the holders of Common
Units equal to those applicable to the Old IDRs, which have been cancelled.
However, the New IDRs provide for higher target distribution levels, as set
forth in the table below. In addition, in connection with the Transaction, the
minimum quarterly distribution will be $0.5775 per common unit (or $2.31 per
unit on an annualized basis).
The following table compares the target distribution levels and distribution
splits between the general partner and the holders of Common Units under the Old
IDRs and under the New IDRs:
Old IDRs (Cancelled) | New IDRs
|
Total Marginal Percentage | Total Marginal Percentage
Quarterly Interest in Distributions | Quarterly Interest in Distributions
Distribution |Distribution
Target Common General IDR | Target Common General IDR
Amount Unitholders Partner Holders| Amount Unitholders Partner Holders
|
Minimum |
Quarterly |
Distribution $0.3850 98% 2% 0% | $0.5775
|
First Target Up to | Up to
Distribution $0.4428 98% 2% 0% | $0.6641
|
Second Above | Above
Target $0.4428 up | $0.6641 up No Change
Distribution to $0.4813 85% 2% 13% | to $0.7291
|
Third Target Above | Above
Distribution $0.4813 up | $0.7291 up
to $0.5775 75% 2% 23% | to $0.8663
|
Thereafter Above | Above
$0.5775 50% 2% 48% | $0.8663
After this reset Golar will have a total of 22,934,678 units including common
and general partner units and including a total of 763,870 Earn-Out Units.
Based on the October 13, 2016 closing price the value of this stake is in excess
of $470 million. The common units and the associated annual distribution income
receivable from Golar Partners of approximately of $49.9 million per annum,
provides an attractive security package for a potential commercial bank
refinancing of the whole or the major part of the convertible bond due in March
2017.
For the Partnership this Transaction reduces its cost of equity and better
positions it to pursue acquisitions from Golar that add revenue backlog, reduce
exposure to expiring time charters and grow its distribution capacity. As a
holder of 33% of the common units in Golar Partners, Golar is likely to benefit
from these developments.
Golar expects to enter into preliminary discussions with Golar Partners
regarding the potential acquisition of an interest in the FLNG unit, the Golar
Hilli, which is on schedule to commence its 8 year contract with Perenco
Cameroon by September 30, 2017.
However, there can be no assurance that the Partnership will acquire an interest
in the Golar Hilli. Any such acquisition would be dependent on the
attractiveness of the overall financing package, including the pricing of any
equity financing, and the approval of the boards of directors of the Partnership
and Golar.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements concerning future
events and Golar's operations, performance and financial condition. Forward-
looking statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and may
contain the words "believe", "anticipate", "expect", "estimate", "project",
"will be", "will continue", "will likely result", "plan", "intend" or words or
phrases of similar meanings. These statements involve known and unknown risks
and are based upon a number of assumptions and estimates that are inherently
subject to significant uncertainties and contingencies, many of which are beyond
Golar'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
factors listed from time to time in the reports and other documents Golar files
with the United States Securities and Exchange Commission.
New factors emerge from time to time, and it is not possible for Golar to
predict all of these factors. Further, Golar cannot assess the impact of each
such factor on its business or the extent to which any factor, or combination of
factors, may cause actual results to be materially different from those
contained in any forward-looking statement. Golar does not intend to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in Golar's expectations with respect thereto or any
change in events, conditions or circumstances on which any such statement is
based.
Hamilton, Bermuda
October14, 2016
Enquiries:
Golar Management Limited: + 44 207 063 7900
Brian Tienzo
Stuart Buchanan
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Golar LNG via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 14.10.2016 - 14:34 Uhr
Sprache: Deutsch
News-ID 500575
Anzahl Zeichen: 9364
contact information:
Town:
Hamilton
Kategorie:
Business News
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"Exchange of Golar LNG Partners LP Incentive Distribution Rights"
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