Total and Tellurian Sign HOA for Equity Investment in Driftwood and 2.5 mtpa LNG; Execute Common Stock Purchase Agreement for Additional Investment in Tellurian
Tellurian Inc. (Tellurian) (NASDAQ: TELL) and Total S.A. (Total)
announced today that the two companies have signed a Heads of Agreement
(HOA) for Total to make a $500 million equity investment in the
integrated Driftwood project and to purchase one million tonnes per
annum (1 mtpa) of liquefied natural gas (LNG) from Driftwood.
In addition, the HOA specifies that Tellurian and Total will enter into
a sales and purchase agreement (SPA) for a further 1.5 mtpa of LNG from
Tellurian Marketing’s LNG offtake volumes from the proposed Driftwood
LNG export terminal. The SPA will be for the purchase of LNG free on
board (FOB) for a minimum term of 15 years, at a price based on the
Platts Japan Korea Marker (JKM).
Tellurian and Total have also executed a common stock purchase agreement
pursuant to which Total will purchase approximately 19.87 million shares
of Tellurian common stock for $200 million, subject to certain closing
conditions in particular the Driftwood project FID. Including Total’s
original $207 million investment in Tellurian in 2017, Total’s aggregate
investment within the Tellurian portfolio will amount to $907 million.
The common stock purchase agreement specifies that Tellurian Marketing
will purchase equity interests in Driftwood, which Tellurian intends to
fund with a private equity financing at the Tellurian Marketing level.
Tellurian anticipates that the equity interest will represent 2 mtpa of
LNG purchases and that after full construction of the ~27.6 mtpa
Driftwood LNG terminal, Tellurian Marketing will receive ~13.6 mtpa of
LNG from Driftwood.
President and CEO Meg Gentle said, “Total is a premier global natural
gas production and trading company and will manage a portfolio of 40
mtpa of LNG by 2020. Our partnership with Total began before the
inception of Tellurian, when Total endorsed a new business model for
U.S. LNG. We look forward to consistently delivering on our development
plan for Driftwood LNG and the integrated network, beginning
construction on the largest privately funded infrastructure project in
the U.S., and producing low-cost, reliable natural gas as we dedicate
LNG to reduce urban pollution and transition to a low-carbon economy.”
Patrick Pouyanné, Total’s Chairman and CEO said, “The cost to produce
natural gas in the U.S. continues to fall, as the engine of American
innovation finds more efficient ways to apply technology to producing
its vast energy resources. The Tellurian team has an established track
record of developing and constructing energy infrastructure on time and
at the lowest cost. We look forward to joining the Driftwood partnership
and continuing to invest in our LNG portfolio to provide flexible,
reliable, and low-cost LNG to our global customers.”
The Driftwood project includes natural gas production, gathering,
processing and transportation facilities, along with Driftwood LNG, a
proposed ~27.6 mtpa liquefaction export facility that will be located
near Lake Charles, Louisiana on the U.S. Gulf Coast. Driftwood LNG and
Driftwood Pipeline have received the final Environmental Impact
Statement (EIS) and are expected to begin construction this year,
deliver first LNG in 2023 with full operations in 2026.
About Tellurian Inc.
Tellurian was founded by Charif Souki and Martin Houston and is led by
President and CEO Meg Gentle. Tellurian intends to create value for
shareholders by building a low-cost, global natural gas business,
profitably delivering natural gas to customers worldwide. Tellurian is
developing a portfolio of natural gas production, LNG trading, and
infrastructure that includes an ~27.6 mtpa LNG export facility and an
associated pipeline. Tellurian is based in Houston, Texas, and its
common stock is listed on the Nasdaq Capital Market under the symbol
“TELL.”
For more information, please visit www.tellurianinc.com
Follow us on Twitter at twitter.com/TellurianLNG
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of U.S. federal securities laws. The words “anticipate,”
“assume,” “believe,” “budget,” “estimate,” “expect,” “forecast,”
“initial,” “intend,” “may,” “plan,” “potential,” “project,” “proposed”,
“should,” “will,” “would,” and similar expressions are intended to
identify forward-looking statements. Forward-looking statements herein
relate to, among other things, the capacity, timing, development plan
and other aspects of the Driftwood project, a potential equity
investment by Total in the Driftwood project and Tellurian, the parties’
ability to enter into definitive agreements on terms contemplated by the
HOA, the parties’ negotiation of the terms of an SPA involving the
purchase of offtake capacity at the proposed Driftwood LNG export
terminal, the parties’ ability to close the transactions contemplated by
the common stock purchase agreement, and Total’s pro forma ownership and
aggregate investment in Tellurian. These statements involve a number of
known and unknown risks, which may cause actual results to differ
materially from expectations expressed or implied in the forward-looking
statements. These risks include the matters discussed in Item 1A of Part
I of the Annual Report on Form 10-K of Tellurian for the fiscal year
ended December 31, 2018, and other Tellurian filings with the Securities
and Exchange Commission, all of which are incorporated by reference
herein. There can be no assurance that Tellurian and Total will enter
into definitive agreements on the terms contemplated by the HOA or at
all or that Total’s potential equity investment in Driftwood Holdings or
Tellurian will be completed. The final investment decision to construct
the Driftwood LNG export terminal (FID) is subject to the completion of
financing arrangements that may not be completed within the time frame
expected or at all. Achieving FID will require substantial amounts of
financing in addition to that contemplated by the HOA, the common stock
purchase agreement and related agreements, and Tellurian believes that
it may enter into discussions with potential sources of such financing
and Total in order to achieve commercial terms acceptable to all
parties. Accordingly, the definitive agreements contemplated by the HOA,
if entered into, may have terms that differ significantly from those set
forth in the HOA. The forward-looking statements in this press release
speak as of the date of this release. Although Tellurian may from time
to time voluntarily update its prior forward-looking statements, it
disclaims any commitment to do so except as required by securities laws.
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