Common Units Representing Limited Partner Interests
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(Title of Class of Securities)
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Y2745C102
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(CUSIP Number)
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Georgina Sousa
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road Hamilton, HM 11
Bermuda +1 (441) 295-4705 |
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with a copy to:
Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 30, 2020
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. Y2745C102
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1
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Name of Reporting Person
Golar ML LLC
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2
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Check the appropriate box if a member of a group*
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(a) ☐
(b) ☐
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3
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SEC use only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Bermuda
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Number of Shares Beneficially
Owned by the Reporting
Person
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7
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Sole Voting Power:
0
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8
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Shared Voting Power:
0 Common Units
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9
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Sole Dispositive Power:
0
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10
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Shared Dispositive Power:
0 Common Units
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11
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Aggregate Amount Beneficially Owned by the Reporting Person: 0 Common Units
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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☐
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13
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Percent of Class Represented by Amount in Row (11)
0.0%
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14
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Type of Reporting Person
OO
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CUSIP No. Y2745C102
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1
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Name of Reporting Person
Golar LNG Limited
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2
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Check the appropriate box if a member of a group
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(a) ☐
(b) ☐
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3
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SEC use only
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4
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Source of Funds
AF
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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☐
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6
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Citizenship or Place of Organization
Bermuda
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Number of Shares Beneficially
Owned by the Reporting
Person
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7
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Sole Voting Power: 0
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8
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Shared Voting Power: 21,333,586 Common Units
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9
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Sole Dispositive Power: 0
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10
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Shared Dispositive Power: 21,333,586 Common Units
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11
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Aggregate Amount Beneficially Owned by the Reporting Person:
21,333,586 Common Units*
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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☐
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13
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Percent of Class Represented by Amount in Row (11)
30.8%**
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14
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Type of Reporting Person
CO
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CUSIP No. Y2745C102
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Georgina E. Sousa
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Director, Chairman and Treasurer
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Mrs. Sousa is also Secretary of Golar LNG Limited. Mrs. Sousa is a citizen of the United Kingdom.
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Øistein Dahl
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Director
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Mr. Dahl's principal business address is Fridtjof Nansens Plass 4, NO-0160 Oslo, Norway. Mr. Dahl is also Chief Operating Officer of Golar Management
Norway AS. Mr. Dahl is a citizen of Norway.
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Anne Marie Agius
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Director
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Ms. Agius is also the Notary Public Commissioner of Oaths of Malta. Ms. Agius is a citizen of Malta.
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Michael Ashford
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Director
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Mr. Ashford is a citizen of the United Kingdom.
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Daniel Rabun
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Director
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Mr. Rabun is a citizen of the United States of America.
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Tor Olav Trøim
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Chairman
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Mr. Trøim also serves as the Chairman of the board of directors of the Issuer. Mr. Trøim is a citizen of Norway.
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Thorleif Egeli
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Director
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Mr. Egeli is a citizen of Norway.
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Carl Steen
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Director
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Mr. Steen also serves as a Director of the Issuer, Wilhelm Wilhemsen Holding ASA and RS Platou ASA. Mr. Steen is a citizen of Norway.
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Niels Stolt-Nielsen
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Director
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Mr. Stolt-Nielsen is also the director and chief executive officer of Stolt-Nielsen Limited and is the Chairman and founding investor of Avance Gas. Mr.
Stolt Nielsen is a citizen of Norway.
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Lori Wheeler Naess
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Director
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Ms. Wheeler Naess is a citizen of the United States of America.
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Georgina Sousa
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Director
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Ms. Sousa is a citizen of the United Kingdom.
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Iain Ross
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Chief Executive Officer of Golar Management Limited
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Mr. Ross is a citizen of the United Kingdom.
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Karl Fredrik Staubo
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Chief Financial Officer of Golar Management Limited
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Mr. Staubo is a citizen of Norway.
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Øistein Dahl
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Chief Operating Officer and Managing Director of Golar Management Norway AS
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Mr. Dahl is a citizen of Norway.
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Olve Skjeggedal
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Chief Technical Officer of Golar Management Limited
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Mr. Skjeggedal is a citizen of Norway.
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a.
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The acquisition by LNG Limited of additional Common Units or other interests in the Issuer or the disposition of the Common Units or other interests in
the Issuer;
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b.
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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c.
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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d.
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
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e.
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Any material change in the present capitalization or distribution policy of the Issuer;
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f.
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Any other material change in the Issuer's business or corporate structure;
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g.
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Changes in the Partnership Agreement or other actions which may impede the acquisition of control of the Issuer by any person;
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h.
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
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i.
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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j.
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Any action similar to any of those enumerated above.
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a)
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Amount beneficially owned: 21,333,586
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Percentage: 30.8%
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b)
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Number of Common Units to which LNG Limited has:
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i.
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Sole power to vote or to direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 21,333,586
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 21,333,586
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a)
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Amount beneficially owned: 0
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Percentage: 0.0%
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b)
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Number of Common Units to which ML LLC has:
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i.
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Sole power to vote or to direct the vote: 0
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ii.
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Shared power to vote or to direct the vote: 0
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iii.
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Sole power to dispose or to direct the disposition of: 0
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iv.
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Shared power to dispose or to direct the disposition of: 0
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Exhibit A
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Agreement and Plan of Merger, by and among Golar LNG Partners LP, Golar GP LLC, New Fortress Energy Inc., Lobos Acquisition LLC and NFE International
Holdings Limited, dated as of January 13, 2021
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Exhibit B
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Transfer Agreement, dated as of January 13, 2021, by and among Golar LNG Limited, Golar GP LLC and NFE International Holdings Limited
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Exhibit C
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Support Agreement, dated as of January 13, 2021, by and among Golar LNG Partners LP, Golar LNG Limited, Golar LNG Partners LP and Golar GP LLC
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January 26, 2021
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GOLAR LNG LIMITED
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By:
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/s/ Iain Ross |
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Name:
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Iain Ross
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Title:
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Principal Executive Officer
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GOLAR ML LLC
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By:
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/s/ Georgina Sousa
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Name:
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Georgina Sousa
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Title:
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Director, Chairman and Treasurer
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January 26, 2021
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GOLAR LNG LIMITED
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By:
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/s/ Iain Ross |
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Name:
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Iain Ross
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Title:
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Principal Executive Officer
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GOLAR ML LLC
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By:
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/s/ Georgina Sousa |
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Name:
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Georgina Sousa
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Title:
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Director, Chairman and Treasurer
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