Following the announcement today in a separate press release
that GasLog Ltd. (“GasLog”) (NYSE:GLOG) has successfully completed
the acquisition of three ships from Methane Services Ltd. (“MSL”),
an affiliate of BG Group, GasLog is pleased to announce that it has
agreed to acquire an additional three LNG carriers from MSL and to
charter those ships back to MSL for six-year initial terms on
average. The time charters back to MSL for the vessels will be
staggered with terms of 5.5 years, 6 years and 6.5 years, similar
to the vessels acquired from MSL today, so that the vessels do not
redeliver at the same time. MSL will also have options to extend
the term of the time charters for two of the ships for a period of
either three or five years at its election.
The vessels to be acquired from MSL are 2007 built sister ships
of the three vessels acquired today. GasLog supervised the
construction of all six sister ships and has provided technical
management for the ships since delivery.
The aggregate cost to GasLog for the three ships party to the
transaction announced today is expected to be approximately $468
million.
Each LNG carrier to be acquired is modern, steam powered and has
a capacity of 145,000 cubic meters. The Company estimates that upon
their acquisition, these ships will represent approximately $425
million of incremental contracted revenue over their initial
charter terms and add over $50.0 million per annum to GasLog’s
EBITDA1. For the year ended December 31, 2013, the Company had
consolidated revenues of $157.2 million and consolidated profit of
$56.9 million.
Paul Wogan, CEO of GasLog, commented, “We are very pleased to be
doing a second transaction with BG Group to acquire three more
on-the-water vessels in addition to the three vessel acquisition
that we completed today. The transaction supports our strategy of
consolidating the LNG carrier market by acquiring high quality
assets. The ships will be chartered back to an affiliate of BG
Group, thus increasing our backlog of contracted revenue to almost
$3 billion. This strengthens our underlying business and provides a
very strong base from which to continue to expand our fleet in the
future. We expect the transaction to be accretive to our earnings
and support increased dividend capacity. This transaction also
further strengthens our long-standing relationship with BG
Group.”
The closing of the transaction is subject to the satisfaction of
certain conditions, including the completion of definitive
documentation and necessary financing. GasLog expects the
transaction to close in the third quarter 2014.
In connection with the transaction, GasLog has obtained
commitments from Citibank, N.A., London Branch, for a $325.5
million credit facility and a bridge loan facility. Although GasLog
has obtained the bridge loan facility to maximize transactional
certainty, it may pursue one or more alternative capital-raising
transactions to fund a portion of the vessel purchase price, in
which case it would not expect to borrow under the bridge loan
facility.
Poten Capital Services (UK) advised GasLog on this
transaction.
About GasLog Ltd.
GasLog is an international owner, operator and manager of LNG
carriers. GasLog’s current fleet consists of 18 wholly owned LNG
carriers, including eleven ships in operation and seven LNG
carriers on order, and GasLog has nine LNG carriers operating under
its technical management for third parties. Following completion of
this additional acquisition from MSL, GasLog’s fleet will increase
to 21 wholly owned LNG carriers and GasLog will have six LNG
carriers operating under its technical management for third
parties. GasLog’s principal executive offices are located at Gildo
Pastor Center, 7 Rue du Gabian, MC 98000, Monaco. GasLog’s website
is http://www.gaslogltd.com.
Forward-Looking Statements
This press release contains “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
The reader is cautioned not to rely on these forward-looking
statements. All statements, other than statements of historical
facts, that address activities, events or developments that the
Company expects, projects, believes or anticipates will or may
occur in the future, including, without limitation, future
operating or financial results and future revenues and expenses,
future, pending or recent acquisitions, general market conditions
and shipping industry trends, the financial condition and liquidity
of the Company, cash available for dividend payments, future
capital expenditures and drydocking costs and newbuild vessels and
expected delivery dates, are forward-looking statements. These
statements are based on current expectations of future events. If
underlying assumptions prove inaccurate or unknown risks or
uncertainties materialize, actual results could vary materially
from our expectations and projections. Risks and uncertainties
include, but are not limited to, general LNG and LNG shipping
market conditions and trends, including charter rates, ship values,
factors affecting supply and demand, technological advancements and
opportunities for the profitable operation of LNG carriers; our
ability to enter into time charters with our existing customers as
well as new customers; our contracted charter revenue; our
customers’ performance of their obligations under our time charters
and other contracts; the effect of volatile economic conditions and
the differing pace of economic recovery in different regions of the
world; future operating or financial results and future revenues
and expenses; our future financial condition and liquidity; our
ability to obtain financing to fund capital expenditures,
acquisitions and other corporate activities, funding by banks of
their financial commitments, and our ability to meet our
obligations under our credit facilities; future, pending or recent
acquisitions of ships or other assets, business strategy, areas of
possible expansion and expected capital spending or operating
expenses; our ability to complete the formation of a proposed
master limited partnership; our expectations relating to dividend
payments and our ability to make such payments; our ability to
enter into shipbuilding contracts for newbuildings and our
expectations about the availability of existing LNG carriers to
purchase, as well as our ability to consummate any such
acquisitions; our expectations about the time that it may take to
construct and deliver newbuildings and the useful lives of our
ships; number of off-hire days, drydocking requirements and
insurance costs; our anticipated general and administrative
expenses; fluctuations in currencies and interest rates; our
ability to maintain long-term relationships with major energy
companies; expiration dates and extensions of charters; our ability
to maximize the use of our ships, including the re-employment or
disposal of ships no longer under time charter commitments;
environmental and regulatory conditions, including changes in laws
and regulations or actions taken by regulatory authorities;
requirements imposed by classification societies; risks inherent in
ship operation, including the discharge of pollutants; availability
of skilled labor, ship crews and management; potential disruption
of shipping routes due to accidents, political events, piracy or
acts by terrorists; and potential liability from future litigation.
A further list and description of these risks, uncertainties and
other factors can be found in our Annual Report filed with the SEC
on March 27, 2014. Copies of the Annual Report, as well as
subsequent filings, are available online at www.sec.gov or on
request from us. We do not undertake to update any forward-looking
statements as a result of new information or future events or
developments.
EXHIBIT I
Non-GAAP Financial Measures:
EBITDA represents earnings before interest income and expense,
taxes, depreciation and amortization. EBITDA, which is a non-GAAP
financial measure, is used as a supplemental financial measure by
management and external users of financial statements, such as
investors, to assess our financial and operating performance. We
believe that this non-GAAP financial measure assists our management
and investors by increasing the comparability of our performance
from period to period. We believe that including EBITDA assists our
management and investors in (i) understanding and analyzing the
results of our operating and business performance, (ii) selecting
between investing in us and other investment alternatives and (iii)
monitoring our ongoing financial and operational strength in
assessing whether to continue to hold our common shares.
EBITDA has limitations as an analytical tool and should not be
considered as an alternative to, or as a substitute for, profit,
profit from operations, earnings per share or any other measure of
financial performance presented in accordance with IFRS. This
non-GAAP financial measure excludes some, but not all, items that
affect profit, and this measure may vary among companies. This
non-GAAP financial measure may not be comparable to similarly
titled measures of other companies in the shipping or other
industries.
Estimated EBITDA for the three LNG carriers being purchased by
GasLog for the first twelve months of operation is based on the
following assumptions:
- Closing of the acquisition around the
end of the second quarter of 2014 and timely receipt of charter
hire specified in the charter contracts;
- Utilization of 363 days, no
drydocking;
- Vessel operating and supervision costs
and charter commissions per current internal estimates; and
- General and administrative expenses per
current internal estimates.
GasLog considers the above assumptions to be reasonable as of
the date of this release, but if these assumptions prove to be
incorrect, actual EBITDA for the vessels could differ materially
from the Company’s estimates.
1 EBITDA, which represents earnings before interest income and
expense, taxes, depreciation and amortization, is a non-GAAP
financial measure. Please refer to Exhibit I for guidance on the
underlying assumptions used to derive EBITDA.
GasLog Ltd.Paul Wogan, +377-9797-5120CEOorSimon Crowe,
+377-9797-5115CFOorJamie Buckland, +377-9797-5117Investor
RelationsorSolebury Communications, NYCRay Posadas,
+1-203-428-3231ir@gaslogltd.com
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