Golar LNG Limited announced a major restructuring combined with an intent to conduct an equity offering in its newly formed subsidiary, Golar LNG Energy Limited.
Consistent with the announcement made in Golar's first quarter report, Golar has incorporated Energy in Bermuda for the purpose of transferring such part of its asset portfolio which is not employed on long term charters to this entity.
The transfer will include the following assets and activities:
• the ownership of four modern LNG carriers (Gracilis, Grandis, Granosa and Golar Arctic)
• the ownership of three 1970's built LNG carriers (Khannur, Gimi and Hilli)
• A 50% ownership interest in another 1970's build LNG carrier (Gandria)
• A 13.6% ownership interest in the Australian listed company LNG Ltd.
• Golar's current project portfolio
• certain financial obligations, notably swap arrangements
In addition, Energy will acquire the subsidiary owning the 1970 built LNG carrier Golar Freeze which is scheduled to be converted to an FSRU vessel.
The transaction will be structured as a sale by Golar to Energy of its shares in and shareholder loans to the subsidiaries which are the formal owners of the above referred assets. In addition certain contractual rights will be transferred.
The gross value of the assets transferred from Golar to Energy (excluding Golar Freeze) is $824m based on Golar's book values as of 30 June 2009.
The debt obligations of the subsidiaries transferred (excluding Golar Freeze) are, in aggregate, $487m resulting in a net consideration due to Golar from Energy of $337m.
The consideration is based upon Golar's book values as of 30 June 2009 subject to the shares in LNG Limited being valued at market as of 31 July 2009 and Energy being compensated for the negative value of interest rate swaps taken over as of 31 July 2009.
$337m of the net consideration will be settled by Energy issuing 168.5 million new ordinary shares of par value 1.- in Energy to Golar at a subscription price of $2
The purchase of the Golar Freeze will be financed by way of a seller's credit of $31m from Golar to Energy. The seller's credit represents the book value of Golar's equity interest in Golar Freeze as of 30 June 2009.
Golar will be granted an option to reacquire Golar Freeze from Energy when its conversion to FSRU vessel is completed. Energy will have an identical option to sell Golar Freeze to Golar. The price to be paid by Golar in this transaction shall equal the aggregate of the seller's credit and the conversion cost of the vessel, cfr. above.
Golar will retain all the risks and potential benefits associated with the existing leasing arrangements and associated cash deposits for Gimi, Hilli and Khannur.