Golar LNG Limited and Stonepeak Infrastructure Partners to Sell 100% of Hygo Energy Transition Ltd. to New Fortress Energy
January 13 2021 - 8:26AM
January 13, 2021 – Golar LNG Limited (Nasdaq:
GLNG) (“GLNG”) today announced that it and Stonepeak Infrastructure
Fund II Cayman (G) Ltd., a fund managed by Stonepeak Infrastructure
Partners (“Stonepeak”) have entered into a definitive agreement and
plan of merger to sell 100% of Hygo Energy Transition Ltd. (“Hygo”)
to New Fortress Energy Inc. (Nasdaq: NFE) (“NFE”).
Hygo, a gas to power and downstream LNG
distribution company, is owned 50% by each of GLNG and by funds and
other entities managed by Stonepeak.
Under the terms of the merger agreement, NFE
will acquire all of the outstanding shares of Hygo for 31.4 million
shares of NFE Class A common stock and $580 million in cash. The
transaction values Hygo at an enterprise value of $3.1 billion and
an equity value of $2.18 billion. Pursuant to the transaction, GLNG
will receive 18.6 million shares of NFE Class A common stock and
$50 million in cash, and Stonepeak will receive 12.7 million shares
of NFE Class A common stock and $530 million in cash, which
includes a cash settlement of its preferred equity tranche of $180
million. As part of the transaction, GLNG and Stonepeak have
entered into customary lock-up provisions in relation to the stock
consideration they will receive. Completion of the transaction is
subject to the receipt of certain approvals and third-party
consents and the satisfaction of other customary closing
conditions, and is expected to occur in the first half of 2021.
In addition, NFE has today also announced that
it will acquire 100% of the common units and general partner units
of Golar LNG Partners LP (Nasdaq: GMLP) (“GMLP”) at a price of
$3.55 per unit. GLNG holds 30.8% of the issued and outstanding
common units in GMLP. In connection with the acquisition,
GMLP’s incentive distribution rights will be cancelled. GMLP’s
8.75% Series A Cumulative Redeemable Preferred Units will remain
outstanding. The transaction is valued at a $1.9 billion
enterprise value and $251 million equity value. GMLP’s Board of
Directors, acting upon the recommendation of the independent
committee of GMLP, unanimously approved the proposed transaction
with NFE. The closing of the transaction is subject to the approval
by the holders of a majority of GMLP’s outstanding common units,
the receipt of certain regulatory approvals and third party
consents and other customary closing conditions, and is expected to
occur in the first half of 2021. GLNG has entered into a support
agreement with NFE committing to vote its approximately 30.8%
interest in GMLP’s common units in favor of the transaction.
Commenting on today’s transaction, Tor Olav
Trøim, Chairman of Hygo and GLNG said: “We at GLNG are very proud
of Hygo’s achievements in building a leading Brazilian LNG to Power
business, and we believe its combination with NFE will allow the
business to further strengthen its footprint and accelerate its
vision to deliver low carbon energy solutions globally. We are also
pleased with the monetization of our interests in GMLP, which has
been announced separately today.”
“The transactions announced today represent an
important step in the strategy of Golar LNG – namely to realize
value from its portfolio and simplifying the corporate structure of
Golar.”
Goldman Sachs International and Citi are acting
as financial advisors to Hygo, and Vinson & Elkins L.L.P. is
acting as Hygo’s legal advisor. Baker Botts L.L.P. is acting as
legal advisor to Golar LNG.
About Golar LNG
Golar LNG is one of the world's most innovative
and experienced independent owners and operators of marine LNG
infrastructure. The company developed the world's first Floating
LNG liquefaction terminal (FLNG) and Floating Storage and
Regasification Unit (FSRU) projects based on the conversion of
existing LNG carriers. Front End Engineering and Design (FEED)
studies have now been completed for a larger newbuild FLNG
solution. Golar is also collaborating with another industry leader
to investigate solutions for the floating production of blue and
green ammonia as well as carbon reduction in LNG production.
About New Fortress Energy
New Fortress Energy is a global energy
infrastructure company founded to help accelerate the world’s
transition to clean energy. The company funds, builds and operates
natural gas infrastructure and logistics to rapidly deliver fully
integrated, turnkey energy solutions that enable economic growth,
enhance environmental stewardship and transform local industries
and communities.
Forward-Looking Statements
This press release contains forward-looking
statements (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended). All statements, other than
statements of historical facts, that address activities and events
that will, should, could or may occur in the future are
forward-looking statements. Words such as “may,” “could,” “should,”
“would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,”
“believe,” “estimate,” “predict,” “propose,” “potential,”
“continue,” or the negative of these terms and similar expressions
are intended to identify such forward-looking statements.
Forward-looking statements in this press release include statements
relating to the proposed Hygo and GMLP transactions, the expected
benefits of the transactions, the timing of the closings thereof
the application of proceeds therefrom and other statements that are
not historical facts. These forward-looking statements
involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements.
Specific factors that could cause actual results
to differ from those in the forward-looking statements include, but
are not limited to: (i) changes in federal, state, local and
foreign laws or regulations to which NFE, Hygo or GMLP is subject;
(ii) the risk that the proposed Hygo and GMLP transactions may not
be completed in a timely manner or at all; (iii) GMLP’s ability to
receive, on a timely basis or otherwise, the required approval of
the proposed GMLP transaction by GMLP’s common unitholders; (iv)
the possibility that competing offers or acquisition proposals for
GMLP will be made; (v) the possibility that any or all of the
various conditions to the consummation of the Hygo and GMLP
transactions may not be satisfied or waived, including the failure
to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or
restrictions placed on such approvals); and (vi) other risk factors
identified herein or from time to time in Golar LNG’s periodic
filings with the SEC. These factors are not necessarily all of the
important factors that could cause actual results to differ
materially from those expressed in any of Golar LNG’s
forward-looking statements. Other known or unpredictable factors
could also have material adverse effects on future results.
You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Golar LNG Limited undertakes no obligation to update
publicly any forward-looking statements whether as a result of new
information, future events or otherwise, unless required by
applicable law.
Hamilton, BermudaJanuary 13, 2021Enquiries:Golar
Management Limited: + 44 207 063 7900Iain Ross - CEOKarl Fredrik
Staubo - CFOStuart Buchanan - Head of Investor Relations
Golar LNG (NASDAQ:GLNG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Golar LNG (NASDAQ:GLNG)
Historical Stock Chart
From Apr 2023 to Apr 2024