April 6, 2021
Via Email
Erik R. Tavzel
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Re: GasLog Limited
Schedule 13E-3 filed March 29, 2021
File No. 5-86887
Dear Mr. Tavzei:
The staff in the Office of Mergers and Acquisitions has conducted a
limited review of the
filing listed above. We have limited our review to those issues we have
addressed in the
comments below. In some of our comments, we may ask you to provide us with
information so
we may better understand your disclosure.
Please respond to this letter within ten business days by amending your
filings, by
providing the requested information, or by advising us when you will provide
the requested
response. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments. Defined terms used
here have
the same meaning as in your proxy statement.
Schedule 13E-3 filed March 29, 2021
General
1. Fill in the blanks throughout the proxy statement. Information that is
subject to change,
such as the percentage of shares owned by the rolling shareholders, may
be bracketed to
indicate that it is preliminary.
2. Please explain why you have omitted some of the rolling shareholders
as filers on the
Schedule 13E-3. We note that Falconera Navigation Inc., Chiara Holdings
S. de R.L.,
Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
April 6, 2021
Page 2
Maple Tree Holdings Ltd., Ash Tree SA, Acer Tree Ltd., Thatcher
Investments Ltd.,
Eleanor Investments Holdings Ltd., Nelson Equity Ltd. and JP Jones
Holdings Ltd. are
not filers, but they are parties to the Rollover Agreement and will
maintain an equity
interest in GasLog after the merger. Please explain why in your response
letter, or add
them as filers. Note that if you include them as filers on the Schedule
13E-3, you must
additionally revise the disclosure document to include all of the
disclosure required by
Schedule 13E-3 as to each filer.
3. See our last comment above. Please provide the same analysis as to the
additional
rolling shareholders identified on page 3, who are also parties to the
Rollover
Agreement and will maintain a continuing equity interest in the Company
after the
merger. Add them as filers on the Schedule 13E-3 and include all of the
required
disclosure as to each, or explain why you have not done so in your
response letter.
4. See comments 2 and 3 above. It appears that Peter G. Livanos may be
individually
engaged in this going private transaction and should be included as a
filer on the
Schedule 13E-3. We note that Mr. Livanos is the Chairman of the Company,
but also
controls Ceres Shipping Limited. Ceres Shipping Limited is the Company
s largest
shareholder and wholly owns filer Blenheim Holdings which is a rollover
shareholder
that will maintain an equity stake in the Company after the merger. We
further note that
Mr. Livanos will maintain his position as a director after the merger.
Please include him
as a filer on the Schedule 13E-3, or provide an analysis as to why you
have not done so in
your response letter.
5. See our last comment above. Tell us why you have not included Ceres
Shipping Ltd. as a
filer on the Schedule 13E-3, or add that entity and all of the disclosure
required by the
Schedule as to it individually. It appears that Mr. Livanos owns 100% of
the share capital
of Ceres Shipping, which owns a majority of Blenheim Holdings, which is
itself a filer.
We note the disclosure on page 133 of the proxy statement that Blenheim
Holdings
principal business is to act as an investment holding company.
6. We note the disclosure on page 31 of the proxy statement that in addition
to Mr. Livanos,
Messrs. Metherell, Papadimitiou, Berner and Ruijs will remain as
directors of the
Company after the merger. Please tell us whether these individuals will
also maintain
equity stakes in the Company after the merger, and if so, what level of
equity they will
own in the surviving entity. Analyze whether they should also be included
as individual
filers on the Schedule 13E-3.
Caution Regarding Forward-Looking Statements, page 20
7. Please delete the reference to the Private Securities Litigation Reform
Act of 1995, or
make clear that its safe harbor protections for forward-looking
statements do not apply to
statement made in connection with a going private transaction such as
this one.
Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
April 6, 2021
Page 3
Position of the GEPIF Filing Parties as to the Fairness of the Merger, page
51
8. We note the statement at the bottom of page 51 that None of the GEPIF
filing parties
undertook a formal evaluation of the fairness of the merger to the public
shareholders.
As you know, all filing persons on the Schedule 13E-3 must express and
support a
position with respect to the substantive and procedural fairness of the
going private
transaction; in fact, the GEPIF filing parties do express a view on the
substantive and
procedural fairness of the merger on the following page of the proxy
statement.
Therefore, we do not understand the meaning of the quoted language.
Please revise here
and the similar disclosure in the proxy statement as to other filing
persons (see for
example, the disclosure on page 54 as to the rolling shareholders).
9. At the top of page 52, the parties base their fairness determination in
part on the factors
considered by, and findings of, the special committee and the board of
directors of the
Company In order to rely on the analysis and conclusions of another
filing party, you
must expressly adopt such analysis and conclusions. Please revise.
Rolling Shareholders Reasons for the Mergers, page 53
10. Expand the discussion of each filing person s reasons for engaging in
the merger to avoid
conclusory statements about the effect of the merger. For example, at
the top of page 54,
the rolling shareholders state that their reason for the merger is to
facilitate the acquisition
by Parent of the entire equity interest in the Company while maintaining
their existing
ownership as well. However, revise to explain why they wish to do so,
and to explain the
reasons for the timing of the going private transaction. See Item
1013(a) and (c) of
Regulation M-A and Instruction 1 thereto. Provide the same expanded
disclosure as to all
other filing persons.
Recommendation of the Special Committee, page 42
11. Revise to confirm that all material factors considered by the special
committee and the
board are included in the discussion. The disclosure indicates that
material factors are
listed but does not make it clear that the list is exhaustive.
Certain Financial Information, page 64
12. Summarize the material assumptions and limitations underlying the
projections included
on page 66.
Fees and Expenses, page 69
13. Please provide a breakdown of the fees incurred by each filing person on
the Schedule
13E-3.
Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
April 6, 2021
Page 4
Selected Historical Financial Information, page 102
14. Although you may incorporate by reference the financial information
required by Item 13
of Schedule 13E-3 and Item 1010(a) and (b) of Regulation M-A, you must
include the
summary financial information required by Item 1010(c) and referenced in
Instruction 1
to Item 13 in the disclosure document distributed to shareholders.
Please revise to
include that disclosure in the proxy statement.
We remind you that the filing persons on the Schedule 13E-3 are
responsible for the
accuracy and adequacy of their disclosures in both filings, notwithstanding any
review,
comments, action or absence of action by the staff.
Please contact me at 202-551-3263 with any questions.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special
Counsel
Office of Mergers &
Acquisitions