Golar LNG Limited Announces Proposed Offering of $350 Million of Convertible Senior Notes due 2022
(Thomson Reuters ONE) -
Hamilton, Bermuda - February 13, 2017- Golar LNG Limited (the "Company")
(NASDAQ:GLNG) announces today that it intends to offer, subject to market and
other conditions, $350 million aggregate principal amount of 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 also intends to grant the initial purchasers of
the Notes a 30-day option to purchase up to an additional $52.5 million
aggregate principal amount of the Notes in connection with the offering, solely
to cover overallotments.
The Notes will be senior, unsecured obligations of the Company, pay interest
semiannually in arrears on February 15 and August 15, mature on February
15, 2022, and be convertible into the Company's common shares, cash, or a
combination of shares and cash, at the Company's election.
The Company intends to use a portion of the net proceeds from the sale of the
Notes to fund the cost of the initial capped call transactions described below
and use the remaining funds for other general corporate purposes.
In connection with the offering of the Notes, the Company also intends to enter
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 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. If the initial purchasers exercise their option
to purchase additional Notes, the Company may enter into additional capped call
transactions with the option counterparties. In connection with establishing
their initial hedge of the capped call transactions, the Company expects that
the option counterparties will enter into various derivative transactions with
respect to the Company's common shares concurrently with or shortly after the
pricing of the Notes and may unwind these various derivative transactions and
purchase the Company's common shares in open market transactions shortly
following the pricing of the Notes. These activities could have the effect of
increasing, or reducing the size of a decline in, the market price of the
Company's common shares or Notes concurrently with, or shortly following, the
pricing of the Notes. In addition, the option counterparties (and/or their
respective affiliates) may modify their hedge positions by entering into or
unwinding various derivatives with respect to the Company's common shares and/or
purchasing or selling the Company's common shares or other securities of the
Company in secondary market transactions following the pricing of the notes and
prior to the maturity of the notes. Any of these activities could cause or
avoid an increase or a decrease in the market price of the Company's common
shares or the Notes.
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 13, 2017
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: 13.02.2017 - 22:03 Uhr
Sprache: Deutsch
News-ID 523823
Anzahl Zeichen: 6508
contact information:
Town:
Hamilton
Kategorie:
Business News
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