Bermuda | Not Applicable | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☒ |
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• | The Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 28, 2024; |
• | The Company’s Reports of a Foreign Private Issuer on Form 6-K furnished to the SEC on December 4, 2023, February 7, 2024 and March 27, 2024; and |
• | The description of the Company’s common shares, par value $1.00 per share, contained in the registration statement on Form 20-F filed with the SEC on February 14, 2023. |
• | our expectations regarding the development of our industry and the competitive environment in which we operate; and |
• | our goals and strategies. |
• | plans to acquire vessels and any associated contracts thereof; |
• | expected trends in our industry; |
• | expected trends in the global fleet of liquefied natural gas (“LNG”) vessels; |
• | expected trends in LNG demand; |
• | expected market trends and expected impact of sanctions; |
• | expected trends in LNG carrier (“LNGC”) hire rates; |
• | intention to reduce carbon emissions intensity; and |
• | expected trends in scrapping and reduction of steam vessels. |
SUMMARY OF THE PROSPECTUS This Reoffer Prospectus is part of the Registration Statement that we filed with the SEC. We have provided to you in this Reoffer Prospectus a general description of the Selling Shareholders and the distribution of the Common Shares. To the extent there is a conflict between the information contained or incorporated by reference in this Reoffer Prospectus and any of our subsequent filings with the SEC, the information in the document having the later date shall modify or supersede the earlier statement. As permitted by the rules and regulations of the SEC, the Registration Statement of which this Reoffer Prospectus forms a part includes additional information not contained in this Reoffer Prospectus. You may read the Registration Statement and the other reports we file with the SEC at the SEC’s website or at our website as described above under the heading “Incorporation of Certain Information by Reference.” As used in this Reoffer Prospectus, unless the context otherwise requires or indicates, references to “we,” “us,” “our,” “CoolCo” and the “Company” refer to Cool Company Ltd. and its consolidated subsidiaries. Company Overview We are a growth-oriented owner, operator and manager of fuel-efficient LNGCs providing critical supply chain support to the international energy industry. CoolCo was formed with the objective of providing customers across the globe with modern and flexible LNG transportation solutions, providing a lesser-emitting form of energy to help enable decarbonization efforts, economic growth, and improvements in quality of life. Our integrated, in-house vessel management platform provides our charterers with high-quality, reliable and efficient commercial and technical management services. We are the commercial and technical manager of not only our own fleet, which includes the 13 vessels we currently own (two of which are set for delivery towards the end of 2024), but also certain third party owned vessels. Recently, some of our third party vessel owners have decided to transfer technical vessel management from CoolCo to managers that solely provide ship management services. The Offering This Reoffer Prospectus relates to the offer and sale from time to time by the Selling Shareholders, or their permitted transferees, of up to 785,173 Common Shares. If, subsequent to the date of this Reoffer Prospectus, we grant additional Common Shares to the Selling Shareholders or to other Plan participants, we may supplement this Reoffer Prospectus to reflect such additional shares to the Selling Shareholders and/or the names of such other Plan participants and the number of shares to be reoffered by them under the Plan. Subject to the satisfaction of any conditions to vesting of the RSUs and share options granted pursuant to the terms of the relevant award agreements, the Selling Shareholders may from time to time sell, transfer or otherwise dispose of any or all of the Common Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will not receive any proceeds from the sale of Common Shares by the Selling Shareholders. The Selling Shareholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Shareholders. |
We are registering for resale the Common Shares covered by this Reoffer Prospectus to permit the Selling Shareholders identified below (and their pledgees, donees, transferees and other successors-in-interest that receive their securities from a securityholder as a gift, partnership distribution or other non-sale related transfer after the date of this Reoffer Prospectus) to resell the shares when and as they deem appropriate. The Selling Shareholders acquired, or may acquire, these shares from us pursuant to the RSU Agreements and the Option Agreements (both as defined herein). The Common Shares may not be sold or otherwise transferred by the Selling Shareholders unless and until the applicable awards vest and are exercised, as applicable, in accordance with the terms and conditions of the RSU Agreements and the Option Agreements.
Selling Shareholder | Position with Company | Common Shares Beneficially Owned Prior to this Offering(1)(2) | Common Shares Offered for Resale in this Offering(2) | Common Shares Beneficially Owned After this Offering(3) | Percentage of Common Shares Beneficially Owned After this Offering (1)(3) | ||||||||||||
Richard Tyrrell | Chief Executive Officer and Director | 389,295 | 382,982 | 6,313 | * | ||||||||||||
Johannes P. Boots | Chief Financial Officer | 130,546 | 129,957 | 589 | * | ||||||||||||
Cyril Ducau | Chairman of the Board of Directors | 49,497 | 49,497 | - | * | ||||||||||||
Peter Anker | Director | 149,497 | 49,497 | 100,000 | * | ||||||||||||
Antoine Bonnier | Director | 49,497 | 49,497 | - | * | ||||||||||||
Neil Glass | Director | 49,497 | 49,497 | - | * | ||||||||||||
Sami Iskander | Director | 37,123 | 37,123 | - | * | ||||||||||||
Joanna Huipei Zhou | Director | 37,633 | 37,123 | 510 | * |
* | Less than 1% |
(1) | Beneficial ownership and the percentage of Common Shares beneficially owned is computed on the basis of 53,702,843 shares outstanding as of the Determination Date and determined in accordance with the rules and regulations of the SEC. |
(2) | Includes Common Shares issuable upon settlement of restricted stock units and share options, including those that will vest within 60 days from the Determination Date. |
(3) | Assumes that all of the Common Shares held by each Selling Shareholder and being offered under this Reoffer Prospectus are sold, and that no Selling Shareholder will acquire additional Common Shares before the completion of this offering. |
Item 1. | Plan Information. |
Item 2. | Registrant Information and Employee Plan Annual Information. |
Item 3. | Incorporation of Documents by Reference. |
• | The Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 28, 2024; |
• | The Company’s Reports of a Foreign Private Issuer on Form 6-K furnished to the SEC on December 4, 2023, February 7, 2024 and March 27, 2024; and |
• | The description of the Company’s common shares, par value $1.00 per share, contained in the registration statement on Form 20-F filed with the SEC on February 14, 2023. |
Item 4. | Description of Securities |
Item 5. | Interests of Named Experts and Counsel |
Item 6. | Indemnification of Directors and Officers |
Item 7. | Exemption from Registration Claimed |
Item 8. | Exhibits |
Exhibit No. | Description | |
Memorandum of Association (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form 20-F filed on February 14, 2023) | ||
Form of Amended and Restated Bye-Laws of Cool Company Ltd. (incorporated by reference to Exhibit 1.4 to the Annual Report on Form 20-F filed on March 28, 2024) | ||
Certificate of Incorporation of Cool Company Ltd. (incorporated by reference to Exhibit 1.3 to the Registration Statement on Form 20-F filed on February 14, 2023) | ||
Opinion of Appleby (Bermuda) Limited, Bermuda counsel of Cool Company Ltd. | ||
Consent of Ernst & Young LLP, independent registered accounting firm for Cool Company Ltd. | ||
Consent of Appleby (Bermuda) Limited, Bermuda counsel of Cool Company Ltd. (included in Exhibit 5.1) | ||
Powers of Attorney (included on the signature page hereto) | ||
Cool Company Ltd. Long Term Incentive Plan effective as of November 25, 2022 | ||
Form of Cool Company Ltd. Long Term Incentive Plan Restricted Stock Unit Award Agreement | ||
Form of Cool Company Ltd. Long Term Incentive Plan Option Agreement | ||
Filing Fee Table |
Item 9. | Undertakings |
COOL COMPANY LTD. | ||
By: | /s/ Richard Tyrrell | |
Name: | Richard Tyrrell | |
Title: | Chief Executive Officer |
Signature | Title | Date | ||
/s/ Richard Tyrrell | Chief Executive Officer | March 28, 2024 | ||
Richard Tyrrell | (Principal Executive Officer and Director) | |||
/s/ Johannes P. Boots | Chief Financial Officer | March 28, 2024 | ||
Johannes P. Boots | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Antoine Bonnier | Director | March 28, 2024 | ||
Antoine Bonnier | ||||
/s/ Neil Glass | Director | March 28, 2024 | ||
Neil Glass | ||||
/s/ Sami Iskander | Director | March 28, 2024 | ||
Sami Iskander | ||||
/s/ Joanna Huipei Zhou | Director | March 28, 2024 | ||
Joanna Huipei Zhou |
By: | /s/ Donald J. Puglisi | |
Name: | Donald J. Puglisi | |
Title: | Authorized Representative |