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Woodside said on Wednesday it had acquired all issued and outstanding Tellurian common stock for about $900 million cash, or $1.00 per share.
The implied enterprise value is about $1.2 billion.
Last week, Tellurian shareholders approved the proposed merger deal with Woodside.
Tellurian’s shares will be delisted from NYSE.
$11.7 million in payments
According to a filing with the US SEC, on the closing date, Tellurian and its subsidiary, Tellurian Services, entered into a separation agreement and general release with each of Daniel Belhumeur, president of Tellurian, Simon Oxley, executive VP and CFO, and Samik Mukherjee president of Tellurian Investments.
Under the deal, the three executives are entitled to the compensation and benefits provided in accordance with Tellurian executive severance plan in exchange for a release of claims against the company.
The deals provide for the payment of an amount equal to $3.6 million to each of Mukherjee and Oxley, while Belhumeur will receive a payment of $4.5 million.
The payments total $11.7 million.
The filing said that in connection with the completion of the merger, all of Tellurian’s directors and officers ceased to be directors or officers of the company.
This means that Martin Houston, executive chairman and co-founder of Tellurian, will also not be part of the new company.
Houston was not mentioned in the SEC filing.
LNG Prime invited Woodside to comment on the matter.
“I can confirm that Martin Houston will not be transferring to Woodside,” a spokeswoman for Woodside said.
The spokeswoman did not provide further details.
New directors
The SEC filing shows that Daniel Hamilton, Daniel Kalms, and Vanessa Martin became the directors of the surviving corporation.
Also, Kalms became the president of the company.
Kalms has been with Woodside for more than 20 years. According to his LinkedIn profile, he is currently executive vice president and chief operating officer of international.
“The departures of the former directors were in connection with the merger and not due to any disagreement with the company on any matter,” the filing said.
FID in Q1 2025
In March 2022, Tellurian issued a limited notice to proceed (LNTP) to Bechtel.
Under the first phase, Tellurian aims to build two LNG plants near Lake Charles in Louisiana with an export capacity of up to 11 mtpa.
Also, the full project would include five plants with a total capacity of about 27.6 mtpa.
Tellurian recently released the latest construction update.
Following the acquisition, Woodside also renamed Tellurian’s Driftwood LNG project to Woodside Louisiana LNG.
Woodside CEO Meg O’Neill said on Wednesday that Woodside Louisiana LNG is a “competitively advantaged opportunity” with civil works “well advanced.”
“Woodside is targeting FID readiness from the first quarter of 2025, with the experienced Tellurian team and engineering, procurement, and construction contractor Bechtel having completed substantial work to advance the opportunity to this stage,” O’Neill said.
“We are also pleased with the inbounds received from multiple parties looking to enter the opportunity as a strategic partner,” she said.
Woodside may sell up to 50 percent of the stake in the LNG project.
