Golar LNG Limited Closes $402.5 Million of 2.75% Convertible Senior Notes Due 2022
February 17 2017 - 10:43AM
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
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
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