Golar announces the signing of the terms of use for separation


Golar is proud to found Cool Company Ltd. (“CoolCo” or “Company”) and the conclusion of a pre-contractual agreement (the “Terms of Use” or the “Agreement”). CoolCo aims to become a growth vehicle and consolidator of modern LNG carriers, providing investors with direct market exposure to the expected continued strength of the LNG freight market.

The completion of the transactions foreseen in the contractual terms would result in CoolCo acquiring the 8 TFDE LNG tankers from Golar, with plans to raise equity and listing them separately on Euronext Growth in Oslo in the first quarter of 2022. CoolCo is also expected to be related to the commercial and technical organization. take over the operation of Golar’s own and operated marine and FSRU assets to become a fully integrated operating platform with capacity for fleet growth. The expected IPO proceeds, along with an intended rescheduling, will be used to acquire Golar’s 8 TFDE ships, secure attractive financing and provide CoolCo with working capital to position the company for further growth. The outstanding contractual debt related to the 8 ships as of September 30, 2021 was $ 858 million.

In addition to a cash release, Golar intends to keep approximately 1/3 of CoolCo as provided for in the contractual agreement. Eastern Pacific Shipping (“EPS”), one of the world’s largest privately owned shipping companies, has 150 million CoolCo shareholders under the agreement. Subject to market conditions, the terms and conditions provide for an equity private placement to external investors in the first quarter of 2022. EPS will play an active role alongside Golar in the further development of CoolCo and will chair the board of directors.

Five listed LNG carrier companies were privatized in 2021. The remaining listed competitors have limited market exposure for modern tonnage. CoolCo aims to provide investors with attractive market exposure, dividend payouts, attractive organic growth and industry consolidation.

Karl Fredrik Staubo, CEO of Golar, commented:

“We are encouraged by the strong underlying market fundamentals for LNG tankers. The Cool Company transaction will allow Golar to separate its shipping business and simplify its corporate structure while maintaining a significant and attractive exposure to the LNG carriers business.

We are excited to develop Cool Company with Eastern Pacific Shipping. EPS is one of the world’s leading shipping companies and a first mover and global trendsetter in ordering LNG-powered tonnage in traditional shipping sectors such as containers, bulk, car transporters and tankers.

The terms of the agreement are in line with the planned business separation of Golar’s shipping activities and the previously announced strategy of focusing activities and growth on our market-leading FLNG business. The recent increases in global LNG prices have further increased the attractiveness of potential new liquefaction projects. Before growth projects are considered, the adjusted EBITDA generated by the FLNG segment is expected to quadruple over the next 2-3 years from current levels, supported by additional production and raw materials exposure Hilli and contractually agreed revenue Gimi. “

Cyril Ducau, CEO of Eastern Pacific Shipping commented:

“EPS is pleased to include LNG shipping in our diverse shipping portfolio. LNG will play an essential role as a raw material and marine fuel in the world’s transition to cleaner energy solutions.

Golar’s solid track record, mature platform and like-minded vision made this investment an easy decision. As a provider of dual fuel LNG tonnage across all of our segments, EPS looks forward to taking a leadership role in making CoolCo a world class leader in LNG shipping by combining our complementary skills and knowledge with those of Golar . “

Clarksons Platou Securities advised EPS and Golar.

Via the East Pacific Shipping

With over 60 years of history, Eastern Pacific Shipping Pte. Ltd. is a leading shipping company dedicated to the green and technology-driven growth of the industry. Headquartered in Singapore for 30 years, EPS is driven by its mission to be the safe and efficient transportation service provider of choice for the shipping industry. EPS comprises over 5,000 employees at sea and on land and a diverse fleet of 188 ships with a carrying capacity of 19 million tons on container ships, bulk goods and tankers.

About Golar

With a 75-year history, Golar LNG is one of the world’s most innovative and experienced independent owners and operators of maritime LNG infrastructure. The company developed the world’s first Floating LNG Liquefaction Terminals (FLNG) and Floating Storage and Regasification Unit (FSRU) projects based on retrofitting existing LNG tankers. Front-end engineering and design (FEED) studies have also been completed for a larger new-build FLNG solution.

About the terms agreement

The terms and conditions agreement was signed between Golar and EPS on December 15, 2021. The transactions provided for in the contractual terms are subject to the satisfactory negotiation and execution of share purchase agreements with EPS and Golar, the consent of the lessor, debt financing and the conclusion of a private placement or placements with third-party investors. Each of these agreements, if executed, will contain additional closing terms. Although Golar and EPS intend to work together in good faith to complete the transactions provided for in the contractual terms, no guarantee can be given that the terms of these agreements will not differ materially from the terms of the contractual terms, the date of entering into these agreements, or that they are ultimately carried out and / or carried out.


FORWARDING STATEMENTS

This press release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that reflect management’s current expectations, estimates and projections regarding its business, including the completion of the transactions provided for in the contractual agreement are, as expected, Adjusted EBITDA attributable to Golar’s FLNG activities. All statements, other than statements of historical fact, relating to activities and events that, under the terms of the contract, will, should, could, or may occur in the future, or expected for LNG tankers or GLNG’s FLNG operations, are forward-looking Statement. Words like “can”, “could”, “should”, “would”, “expect”, “plan”, “foresee”, “intend”, “predict”, “believe”, “estimate”, “predict”, “Suggest”, “potentially”, “further” or the negative of these terms and similar expressions are intended to identify such forward-looking statements.

These statements are not guarantees of the future performance of the transactions contemplated in the contractual agreement or the LNG or FLNG business activities and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and difficult to predict. As a result, actual results and results could differ materially from what is expressed or projected in these forward-looking statements relating to the terms of the contract or our LNG and FLNG businesses. 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 assumes no obligation to publicly update any forward-looking statements as a result of new information, future events or otherwise, unless required by applicable law.

Hamilton, Bermuda

December 15, 2021

Requests:

Golar Management Limited: + 44 207 063 7900

Karl Fredrik Staubo – CEO

Eduardo Maranḥo РChief Financial Officer

Stuart Buchanan – Head of Investor Relations

This information is subject to disclosure requirements under Section 5-12 of the Norwegian Securities Trading Act

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