Cool Company Ltd. formation update
January 20 2022 - 1:00AM
Cool Company Ltd. formation update
Golar LNG (“Golar”) is pleased to provide an
update on the formation of Cool Company Ltd. (“CoolCo”). Reference
is made to the announcement on 15 December 2021 regarding Golar’s
announced execution of a Terms Agreement to separate its 8 TFDE LNG
carriers into CoolCo.
CoolCo will have an initial market
capitalization of approximately $375 million and Golar will retain
a shareholding of a minimum of $125 million. As part of the
transaction CoolCo plans to raise around $250 million of external
equity through a private placement of equity (“Private Placement”).
Eastern Pacific Shipping (“EPS”) has pre-subscribed and guaranteed
an allocation of a minimum of $150 million in the contemplated
private placement, making EPS the largest shareholder of CoolCo.
Proceeds from the private placement, together with the debt
facilities described below, will be used to fund the acquisition of
8 TFDE LNG carriers from Golar LNG and for CoolCo’s working capital
and general corporate purposes. CoolCo will immediately list on the
Oslo OTC exchange and expects to list on Euronext Growth Oslo
(“Listing”) during February 2022. CoolCo will also target an
additional listing on an internationally recognized stock exchange
during 2022.
A credit approved and committed bank term sheet
for a new sustainability linked $570 million bank facility that
will finance the acquisition of 6 of the 8 carriers that CoolCo
will acquire from Golar has been arranged. The existing lease
financing on two vessels, Golar Ice and Golar Kelvin, will remain
and be transferred to CoolCo. The total debt on CoolCo’s assets
will be approximately $810 million at inception.
Agreements in principle for CoolCo to acquire
the commercial and technical organization associated with the
operation of Golar’s owned and operated shipping and FSRU assets
for a total consideration of $5 million have also been reached.
In connection with the contemplated equity
private placement and Euronext Growth IPO, CoolCo has engaged
Clarksons Platou Securities and DNB Markets, a part of DNB Bank
ASA, as Joint Global Coordinators and Joint Bookrunners, ABG and
Fearnleys as Joint Lead Managers and Joint Bookrunners and Nordea
and Danske as Joint Managers.
The formation of CoolCo is expected to be
concluded within Q1 2022 subject to market conditions.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking
statements (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended) which reflects management’s current
expectations, estimates and projections about its operations,
including the consummation of transactions contemplated by the
Terms Agreement, including the Listing and expected equity and debt
financing. All statements, other than statements of historical
facts, that address activities and events that will, should, could
or may occur in the future pursuant to the Terms Agreement or are
anticipated for Golar’s LNG carriers and the formation of CoolCo
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.
These statements are not guarantees of future
performance of the transactions contemplated by the Terms Agreement
or CoolCo’s LNG business activities and are subject to certain
risks, uncertainties and other factors, some of which are beyond
our control and are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted with respect to the Terms Agreement or the successful
consummation of the transactions necessary for the creation,
financing and listing of CoolCo. 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, Bermuda
January 20, 2022
Enquiries:
Golar Management Limited: + 44 207 063 7900
Karl Fredrik Staubo - CEO
Eduardo Maranhão - CFO
Stuart Buchanan - Head of Investor Relations
This information is subject to the disclosure
requirements pursuant to Section 5-12 the Norwegian Securities
Trading Act
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