CoolCo enters merger deal with EPS Ventures

Last week, CoolCo announced that it has reached an agreement in principle with EPS Ventures regarding a potential transaction under which the latter would acquire all of the outstanding shares of CoolCo that are not already held by EPS for $9.65 in cash per common share.

The LNG shipping firm said in a statement on Monday that its board of directors has approved the transaction, and CoolCo has entered into an agreement with EPS.

CollCo said its board established an independent special committee, comprised solely of independent and disinterested directors, with its own independent legal and financial advisors, to review and negotiate the terms of the proposed merger.

The committee has completed its review and unanimously determined that the transaction, including the merger, is “fair to, and in the best interests of, the company and its shareholders and has recommended that the board approve the transaction and recommend approval of the merger to the shareholders.”

The transaction will be implemented through a merger of a wholly-owned subsidiary of EPS with and into CoolCo.

CoolCo said the $9.65 per share acquisition price represents a 26 percent premium to the closing price on September 22, 2025 and a 38 percnt premium to the volume weighted average share price of CoolCo’s common shares for the 90 trading day period through September 22, 2025.

Completion targeted by Q1 2026

The merger is expected to close during the fourth quarter of 2025 or the first quarter of 2026, subject to approval of the transaction by holders of a majority of the common shares of CoolCo and the satisfaction of certain other customary closing conditions.

EPS owns 59.3 percent of the common shares outstanding and intends to enter into a support agreement with CoolCo committing to vote its common shares in favor of the merger, CoolCo said.

Following completion of the merger, the company would be wholly owned by EPS and would seek to be delisted from the New York Stock Exchange and Euronext Growth Oslo.

“We recognize the important chapter that CoolCo has had as a public company since February 2022 and thank our fellow shareholders for their support as CoolCo moves to the next chapter,” said Cyril Ducau, CEO of Eastern Pacific Shipping.

“Despite challenging market conditions, the company has performed well and distributed dividends that have provided meaningful returns to shareholders. Our transition to private ownership marks a new chapter where our priorities are clear: strengthening CoolCo’s long-term future while delivering dependable, lower-emission solutions for our clients,” he said.

LNG fleet

CoolCo has seven TFDE LNG carriers, which it acquired from Golar LNG, and the four LNG carriers it purchased from EPS.

Besides these vessels, CoolCo purchased two newbuild LNG carriers from EPS, and they feature GTT’s Mark III Flex membrane cargo tank system, reliquification, air-lubrication, and shaft generators.

The shipping firm exercised its option with affiliates of EPS Ventures in June 2023 to acquire newbuild contracts for the two 2-stroke LNG carriers.