Golar LNG Limited Announces Pricing of $350 Million of 2.75% Convertible Senior Notes Due 2022
(Thomson Reuters ONE) -
Hamilton, Bermuda, February 14, 2017 -- Golar LNG Limited (the "Company")
(NASDAQ: GLNG) announces today the pricing of $350 million aggregate principal
amount of its 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 has
also granted 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 offering is
expected to close on February 17, 2017, subject to the satisfaction of certain
customary closing conditions.
The Notes will be senior, unsecured obligations of the Company, bear interest at
a rate of 2.75% per annum, 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 be 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 will initially equal 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 will use approximately $27.1 million 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 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 9,285,780
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.
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 14, 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: 14.02.2017 - 15:20 Uhr
Sprache: Deutsch
News-ID 524049
Anzahl Zeichen: 7293
contact information:
Town:
Hamilton
Kategorie:
Business News
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