Hamilton, Bermuda, June 26, 2025 - Golar LNG Limited (the "Company") (NASDAQ:
GLNG) announces today the pricing of $500 million aggregate principal amount of
its 2.75% Convertible Senior Notes due 2030 (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 $75 million aggregate principal amount of the Notes in connection
with the offering. The offering is expected to close on June 30, 2025, 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 June 15 and
December 15 of each year, beginning on December 15, 2025, mature on December
15, 2030, 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 17.3834 common shares per $1,000 principal
amount of the Notes, which is equivalent to an initial conversion price of
approximately $57.53 per common share, representing an initial conversion
premium of approximately 40% over the volume-weighted average price of the
Company's common shares of $41.09 on June 25, 2025 and is subject to adjustment
upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part (subject to certain
limitations), at our option at any time, and from time to time, on or after
December 20, 2028 if the last reported sale price of our common shares has been
at least 130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and including, the
trading day immediately preceding the date on which we provide notice of
redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date.
If we undergo a fundamental change (as defined in the indenture governing the
Notes), holders may require us to purchase the Notes in whole or in part for
cash at a fundamental change purchase price equal to 100% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest, if any,
to, but excluding, the fundamental change purchase date.
The Company will use the net proceeds from the sale of the Notes (including any
notes sold pursuant to the initial purchasers' option to purchase addition
Notes, if exercised) to repurchase 2.5 million of the Company's common shares in
connection with the offering of the Notes and for general corporate purposes,
which may include, among other things, future growth investments including a
contemplated fourth FLNG unit, MKII FLNG conversion costs, FLNG Hilli
redeployment costs, repaying indebtedness, and funding working capital and
capital expenditures.
IMPORTANT INFORMATION
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.
This announcement contains information about a pending transaction and there can
be no assurance that this transaction will be completed.
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 reflect
management's current expectations, estimates and projections about its
operations. 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 "will," "may," "could,"
"should," "would," "expect," "plan," "anticipate," "intend," "forecast,"
"believe," "estimate," "predict," "propose," "potential," "continue," "subject
to" or the negative of these terms and similar expressions are intended to
identify such forward-looking statements and include statements related to the
proposed offering of the Notes, the terms and conditions, the intended use of
proceeds and other non-historical matters.
These statements are not guarantees of future performance and are subject to
certain risks, uncertainties and other factors, some of which are beyond our
control and are difficult to predict and which could cause actual outcomes and
results to differ materially from what is expressed or forecasted in such
forward-looking statements. Such risks include risks relating to the actual use
of proceeds and other risks described in our most recent annual report on Form
20-F filed with the SEC. 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
June 26, 2025
Investor Questions: +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.
This announcement is not being made in and copies of it may not be distributed
or sent into any jurisdiction in which the publication, distribution or release
would be unlawful.