Golar has provided a further update on the formation of Cool Company Ltd. (“CoolCo”). Reference is made to announcements on 15 December 2021 and 20 January 2022, regarding Golar’s announced execution of a Terms Agreement to separate its 8 TFDE LNG carriers into CoolCo.
Based on investor feedback following the press releases made on 15 December 2021 and 20 January 2022, CoolCo has decided to launch a book building process of a private placement of $250 million (“The Private Placement”). The anticipated proceeds from the Private Placement will, together with a contemplated debt refinancing, be used to finance the acquisition of the 8 TFDE vessels from Golar, secure attractive financing and provide CoolCo with working capital to position the company for further growth. Eastern Pacific Shipping (“EPS”) has pre-subscribed and guaranteed an allocation of minimum $150 million in the contemplated private placement.
The Private Placement
The Private Placement will consist of a primary offering with gross proceeds of $250 million by the issuance of new shares in the Company (the “New Shares”) at the Offer Price (as defined below).
The price per Offer Share will be $10 per share (the “Offer Price”).
The book building period in the Private Placement will commence on 27 January 2022 at 09:00 CET and close on 28 January 2022 at 16:30 CET. The Managers and the Company may, however, at any time resolve to shorten or extend the book building period. If the book building period is shortened or extended, any other dates referred to herein may be amended accordingly.
The following parties have entered customary lock up arrangements with the Managers in connection with the Private Placement: The Company, members of the Company’s senior management and Board and Golar and EPS (6 months).
The Company will, subject to successful completion of the Private Placement (see below) apply to list the Shares of the Company on Euronext Growth Oslo during Q1 2022 (the “Listing”). The Shares will be listed on the N-OTC immediately following completion of the Private Placement.
The Private Placement will be directed to international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The application and allocation amount have been set to the $ equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate New Shares to applicants for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for securities as well as the UK European Union (Withdrawal) Act 2018, are available.
Completion of the Private Placement is subject to corporate resolutions of the Company required to implement the Private Placement, including (i) final approval by the board of directors, (ii) the approval by the Bermuda Monetary Authority of the share issue without shareholder identification as otherwise required under Bermuda law, (iii) the Company’s legal counsel in Bermuda issuing a legal opinion confirming that the Offer Shares have been fully paid and validly issued pursuant to the Registrar Agreement.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement, without any compensation to the applicants. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Clarksons Platou Securities AS and DNB Markets, a part of DNB Bank ASA are acting as joint global coordinators and bookrunners, ABG Sundal Collier ASA and Fearnley Securities AS are acting as joint bookrunners and Danske Bank Norwegian Branch and Nordea Bank Abp, filial i Norge are acting as joint lead managers (together the “Managers”).
Ro Sommernes advokatfirma DA is acting as legal advisor to the Company and Golar LNG, Advokatfirmaet BAHR is acting as legal advisor to EPS and CMS Kluge Advokatfirma AS is acting as legal advisor to the Managers.