Chat with Filing

Ask questions about this document

Please log in or register to use the chat feature. Please register first.

CAP - Golar LNG Limited Announces Pricing of $500 Million of 2.75% Convertible Senior Notes Due 2030 and repurchase of 2.5 million common shares

Company: Golar LNG Ltd. Date: 2025-06-26 Language: English Register to download

Loading document preview...

Document Preview Not Available

The file type (.html) cannot be displayed directly here.

Open Original File

Error loading document preview. Please try the 'Open Original File' link.

You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:

Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon

 Golar LNG Limited Announces Pricing of $500 Million of 2.75% Convertible Senior Notes Due 2030 and repurchase of 2.5 million common shares

# Golar LNG Limited Announces Pricing of $500 Million of 2.75% Convertible Senior Notes Due 2030 and repurchase of 2.5 million common shares

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.