Golar LNG Partners LP announced that it has entered into an agreement and plan of merger with New Fortress Energy Inc. (Nasdaq: NFE) (“NFE”).
Under the merger agreement, NFE has agreed to acquire all of the outstanding common units and general partner units of GMLP for $3.55 per unit in cash for a total purchase price of $251 million equity value. In connection with the transaction, GMLP’s incentive distribution rights will be cancelled. The Series A preferred units of GMLP will remain outstanding.
The consideration to be received by GMLP common unitholders represents a 27% premium to the closing price of GMLP’s common units of $2.79/unit on January 12, 2021, and a 37.5% premium to the volume weighted average closing price of GMLP’s common units for the 20-trading day period ended January 12, 2021.
GMLP’s Board of Directors, acting upon the recommendation of the Conflicts Committee of the Board of Directors of GMLP (the “Committee”), unanimously approved the proposed transaction with NFE and recommended that the GMLP unitholders approve the transaction. The closing of the transaction is subject to the approval by the holders of a majority of GMLP’s outstanding common units, the receipt of certain regulatory approvals and third party consents and other customary closing conditions, and is expected to occur in the first half of 2021. Golar LNG Limited, which owns approximately 30.8% of the issued and outstanding common units of GMLP, as well as the general partner of GMLP, has entered into a support agreement with NFE committing to vote its common units in favor of the transaction.
Commenting on the transaction, Chairman of GMLP, Tor Olav Troim said: “The sale of Golar Partners comes after an extensive search for strategic alternatives, and is an attractive solution for GMLP that creates immediate additional value for GMLP stakeholders.”
Deutsche Bank Securities Inc. is acting as financial advisor to the Committee, Akin Gump Strauss Hauer & Feld LLP is acting as the Committee’s legal advisor, and Baker Botts L.L.P. is acting as Golar LNG Limited’s legal advisor.