Golar LNG Limited Announces Proposed Offering of $350 Million of Convertible Senior Notes due 2022
February 13 2017 - 4:03PM
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
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