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

Rhea-AI Summary

Golar LNG Limited (NASDAQ: GLNG) has announced the pricing of $500 million of 2.75% Convertible Senior Notes due 2030, with an additional 30-day option for purchasers to acquire up to $75 million more. The Notes will bear interest at 2.75% annually, payable semi-annually, and will be convertible into common shares, cash, or a combination at the company's discretion.

The initial conversion rate is set at 17.3834 common shares per $1,000 principal amount, equivalent to a conversion price of $57.53 per share. The company plans to use the proceeds to repurchase 2.5 million common shares and for general corporate purposes, including potential investments in a fourth FLNG unit and various operational costs.

Positive

• Successful pricing of $500 million convertible notes with potential additional $75 million option
• 40% conversion premium over current share price indicates strong market confidence
• Strategic share repurchase of 2.5 million shares demonstrates commitment to shareholder value
• Funds will support growth initiatives including potential fourth FLNG unit expansion

Negative

• Additional debt burden with 2.75% interest rate payments required
• Potential dilution for existing shareholders if notes are converted to shares
• Increased financial leverage could impact company's financial flexibility

Insights

Financial Analyst

Golar LNG secures $500M in financing through convertible notes while reducing share count by 2.5M shares, strengthening its financial position for growth initiatives.

Golar LNG has priced a $500 million convertible notes offering with favorable terms, carrying a relatively low 2.75% interest rate and a 40% conversion premium. This strategic financing move accomplishes multiple objectives simultaneously.

The 2.75% interest rate is notably attractive in the current rate environment, providing Golar with cost-effective capital. The $57.53 conversion price represents a substantial 40% premium above the current share price, minimizing potential dilution unless shares appreciate significantly.

Importantly, the company is using part of the proceeds to repurchase 2.5 million common shares, demonstrating confidence in its valuation while reducing outstanding shares. This repurchase helps offset potential future dilution from note conversions while returning capital to shareholders.

The funds will support several strategic initiatives, including a potential fourth FLNG (Floating Liquefied Natural Gas) unit, MKII FLNG conversion costs, and FLNG Hilli redeployment. These growth investments align with Golar's specialized business model in floating LNG infrastructure, which typically generates stable long-term cash flows.

The financing structure provides Golar with significant operational flexibility through its 5.5-year maturity (December 2030), giving management ample runway to execute on growth plans. The redemption option after December 2028 provides further financial flexibility if market conditions change.

This transaction effectively strengthens Golar's balance sheet while maintaining a disciplined approach to capital allocation - securing long-term financing while simultaneously reducing share count, positioning the company well for its infrastructure expansion plans in the growing LNG market.

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.

FAQ

What are the key terms of Golar LNG's (GLNG) 2030 convertible notes offering?

The $500 million convertible notes offering has a 2.75% annual interest rate, matures in 2030, and has an initial conversion price of $57.53 per share. The notes will be convertible into common shares, cash, or a combination at the company's discretion.

How will Golar LNG (GLNG) use the proceeds from the convertible notes?

The proceeds will be used to repurchase 2.5 million common shares and for general corporate purposes, including potential investment in a fourth FLNG unit, MKII FLNG conversion costs, FLNG Hilli redeployment costs, and working capital.

What is the conversion rate for GLNG's 2030 convertible notes?

The initial conversion rate is 17.3834 common shares per $1,000 principal amount of notes, representing a conversion price of approximately $57.53 per share and a 40% premium over the volume-weighted average price of $41.09.

When can Golar LNG (GLNG) redeem the 2030 convertible notes?

The notes are redeemable after December 20, 2028 if the company's share price has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period.

What happens to GLNG's convertible notes in case of a fundamental change?

In case of a fundamental change, holders can require Golar LNG to purchase the notes for cash at 100% of the principal amount plus accrued and unpaid interest.