Exchange of Golar LNG Partners LP Incentive Distribution Rights

Freitag, 14.10.2016 14:35

Golar LNG Limited (NASDAQ: GLNG) and Golar GP LLC (collectively, "Golar") announced today that they have entered into an agreement with Golar LNG Partners L.P. ("Golar Partners" or "the Partnership") to exchange all of the existing incentive distribution rights ("Old IDRs") for (i) the issuance of a new class of incentive distribution rights ("New IDRs") and an aggregate of 2,994,364 common units and an aggregate of 61,109 general partner units on the closing date of the exchange (the "Closing") and (ii) an aggregate of up to 748,592 additional common units and up to 15,278 additional general partner units (collectively, the "Earn-Out Units") that may be issued subject to certain conditions described below  (collectively, the "Transaction").  The Earn-Out Units represent an aggregate of 20% of the total units to be issued in connection with the Transaction.  If the Partnership issues the Earn-Out Units, the Partnership will have issued to Golar an aggregate of 3,742,956 common units and 76,387 general partner units in connection with the Transaction.

The Partnership will issue to Golar 50% of the Earn-Out Units if the Partnership pays a distribution of available cash from operating surplus pursuant to the terms of the Partnership's agreement of limited partnership, as amended and restated in connection with the Transaction (the "Partnership Agreement"), on each of the outstanding common units of the Partnership (the "Common Units") equal to or greater than $0.5775 per Common Unit in respect of each of the quarterly periods ended December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017.  The Partnership will issue to Golar the remaining 50% of the Earn-Out Units if the Partnership has issued the first 50% of the Earn-Out Units and the Partnership pays a distribution of available cash from operating surplus pursuant to the terms of the Partnership Agreement on each of the outstanding Common Units equal to or greater than $0.5775 per Common Unit in respect of each of the quarterly periods ended December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018.

The terms of the New IDRs are effective with respect to the distribution for the quarter ended December 31, 2016, payable in February 2017.  The New IDRs provide for distribution "splits" between the IDR holders and the holders of Common Units equal to those applicable to the Old IDRs, which have been cancelled. However, the New IDRs provide for higher target distribution levels, as set forth in the table below. In addition, in connection with the Transaction, the minimum quarterly distribution will be $0.5775 per common unit (or $2.31 per unit on an annualized basis).

The following table compares the target distribution levels and distribution splits between the general partner and the holders of Common Units under the Old IDRs and under the New IDRs:

 

Old IDRs (Cancelled)

New IDRs

 

Total Quarterly Distribution Target Amount

Marginal Percentage Interest in Distributions

Total Quarterly Distribution Target Amount

Marginal Percentage Interest in Distributions

 

Common Unitholders

General Partner

IDR Holders

Common Unitholders

General Partner

IDR Holders

Minimum Quarterly Distribution $0.3850 98% 2% 0% $0.5775 No Change
First Target Distribution Up to $0.4428 98% 2% 0% Up to $0.6641
Second Target Distribution Above $0.4428 up to $0.4813 85% 2% 13% Above $0.6641 up to $0.7291
Third Target Distribution Above $0.4813 up to $0.5775 75% 2% 23% Above $0.7291 up to $0.8663
Thereafter Above $0.5775 50% 2% 48% Above $0.8663

After this reset Golar will have a total of 22,934,678 units including common and general partner units and including a total of 763,870 Earn-Out Units.  Based on the October 13, 2016 closing price the value of this stake is in excess of $470 million. The common units and the associated annual distribution income receivable from Golar Partners of approximately of $49.9 million per annum, provides an attractive security package for a potential commercial bank refinancing of the whole or the major part of the convertible bond due in March 2017.

For the Partnership this Transaction reduces its cost of equity and better positions it to pursue acquisitions from Golar that add revenue backlog, reduce exposure to expiring time charters and grow its distribution capacity. As a holder of 33% of the common units in Golar Partners, Golar is likely to benefit from these developments.

Golar expects to enter into preliminary discussions with Golar Partners regarding the potential acquisition of an interest in the FLNG unit, the Golar Hilli, which is on schedule to commence its 8 year contract with Perenco Cameroon by September 30, 2017.

However, there can be no assurance that the Partnership will acquire an interest in the Golar Hilli. Any such acquisition would be dependent on the attractiveness of the overall financing package, including the pricing of any equity financing, and the approval of the boards of directors of the Partnership and Golar.

FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements concerning future events and Golar's operations, performance and financial condition. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe", "anticipate", "expect", "estimate", "project", "will be", "will continue", "will likely result", "plan", "intend" or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond Golar'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 factors listed from time to time in the reports and other documents Golar files with the United States Securities and Exchange Commission. 

New factors emerge from time to time, and it is not possible for Golar to predict all of these factors. Further, Golar cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Golar does not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Golar's expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

Hamilton, Bermuda
October14, 2016
Enquiries:
Golar Management Limited: + 44 207 063 7900
Brian Tienzo

Stuart Buchanan




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Source: Golar LNG via Globenewswire