Golar LNG (“Golar”) is pleased to provide an update on the formation of Cool Company Ltd. (“CoolCo”). Reference is made to the announcement on 15 December 2021 regarding Golar’s announced execution of a Terms Agreement to separate its 8 TFDE LNG carriers into CoolCo.
CoolCo will have an initial market capitalization of approximately $375 million and Golar will retain a shareholding of a minimum of $125 million. As part of the transaction CoolCo plans to raise around $250 million of external equity through a private placement of equity (“Private Placement”). Eastern Pacific Shipping (“EPS”) has pre-subscribed and guaranteed an allocation of a minimum of $150 million in the contemplated private placement, making EPS the largest shareholder of CoolCo. Proceeds from the private placement, together with the debt facilities described below, will be used to fund the acquisition of 8 TFDE LNG carriers from Golar LNG and for CoolCo’s working capital and general corporate purposes. CoolCo will immediately list on the Oslo OTC exchange and expects to list on Euronext Growth Oslo (“Listing”) during February 2022. CoolCo will also target an additional listing on an internationally recognized stock exchange during 2022.
A credit approved and committed bank term sheet for a new sustainability linked $570 million bank facility that will finance the acquisition of 6 of the 8 carriers that CoolCo will acquire from Golar has been arranged. The existing lease financing on two vessels, Golar Ice and Golar Kelvin, will remain and be transferred to CoolCo. The total debt on CoolCo’s assets will be approximately $810 million at inception.
Agreements in principle for CoolCo to acquire the commercial and technical organization associated with the operation of Golar’s owned and operated shipping and FSRU assets for a total consideration of $5 million have also been reached.
In connection with the contemplated equity private placement and Euronext Growth IPO, CoolCo has engaged Clarksons Platou Securities and DNB Markets, a part of DNB Bank ASA, as Joint Global Coordinators and Joint Bookrunners, ABG and Fearnleys as Joint Lead Managers and Joint Bookrunners and Nordea and Danske as Joint Managers.
The formation of CoolCo is expected to be concluded within Q1 2022 subject to market conditions.