United States securities and exchange commission logo
January 18, 2023
Herman Billung
Chief Executive Officer
Himalaya Shipping Ltd.
S.E. Pearman Building, 2nd floor
9 Par-la-Ville Road
Hamilton HM 11, Bermuda
Re: Himalaya Shipping
Ltd.
Draft Registration
Statement on Form F-1
Submitted December
22, 2022
CIK No. 0001959455
Dear Herman Billung:
We have reviewed your draft registration statement and have the
following comments. 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 by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Market and Industry Data, page iv
1. We note your disclosure
in this section that the discussion contained under the heading
Industry Overview
has been provided by Clarksons which has confirmed to you that it
believes it accurately
describes the dry bulk shipping market, and your disclosure that the
statistical and
graphical information you use in this prospectus has been compiled by
Clarksons. Please
revise to clarify the information in your prospectus that has been
provided by Clarksons.
For example, it does not appear that you have included a section
with the heading
Industry Overview. In addition, we note that it does not appear from
your exhibit index that
you intend to file a consent from Clarksons. Please advise.
Herman Billung
FirstName LastNameHerman Billung
Himalaya Shipping Ltd.
Comapany
January 18,NameHimalaya
2023 Shipping Ltd.
January
Page 2 18, 2023 Page 2
FirstName LastName
Summary, page 1
2. We note your disclosure that you will focus on returning the maximum
capital to the
shareholders in the form of a high dividend yield payout. Please
revise to clarify such
plans.
3. Please balance your disclosure in this section regarding the dual fuel
LNG technology on
your vessels with your disclosure on page 23 that LNG is not currently
economical to use
for dual fuel vessels.
Risk Factors
Our bye-laws restrict shareholders from bringing legal action against our
officers and directors,
page 40
4. We note your disclosure that subject to Section 14 of the Securities
Act, which renders
void any purported waiver of the provisions of the Securities Act,
your bye-laws contain a
broad waiver by your shareholders of any claim or right of action,
both individually and
on your behalf, against any of your officers or directors. We also
note your related
disclosure on page 92. Please tell us whether the waiver applies to
claims under the U.S.
federal securities laws. We may have additional comments.
Dividends and Dividend Policy, page 44
5. Please disclose whether your dividend policy will be reflected in any
written policy.
Financing Arrangements, page 54
6. Please disclose all material terms of the sale and leaseback
agreements. For example,
please describe the hell or high water terms referenced on page
55, and the bareboat
charter hire rates payable under the agreements.
Business
Management of Our Business, page 63
7. We note you reference several agreements throughout the filing
including the Supervision
Agreement, the Management Agreement, the Corporate Services Agreement
and the
Corporate Support Agreement, in addition to the technical management
agreements with
Wilhemsen and OMS. Please revise to disclose the historical amounts
paid under the
agreements (if applicable), and the amounts contracted to be paid in
future periods.
Certain Relationships and Related Party Transactions
Drew Holdings Revolving Credit Facility, page 86
8. We note your disclosure on page 86 that the Drew Holdings unsecured
revolving credit
facility bears an interest rate of LIBOR for the applicable interest
period under the facility,
plus a margin of 8% p.a. We also note your disclosure on page F-10
regarding the impact
Herman Billung
Himalaya Shipping Ltd.
January 18, 2023
Page 3
of reference rate reforms on any draw-down on the revolving credit
facility, and the
company's expectations to agree to alternative reference rates. Please
provide such
information in your discussion of the credit facility provided on page
86.
Financial Statements
General, page F-1
9. Please update your filing to include financial statements and related
disclosures to comply
with Form F-1 Item 4(a), applicable via Form 20-F Items 8.A.4 and
8.A.5 and related Item
Instructions.
Financial Statements
Note 13 - Subsequent Events, page F-14
Time Charter Contracts, page F-15
10. We note you disclosed that during 2022, you entered into six
index-linked time charters
and one fixed time charter for the first seven newbuildings to be
delivered from New
Times Shipyard.
As part of your updated 2022 financial statements and related
disclosures in your next
filing, please add discussions of your various charter types and the
salient terms of the
charters you have entered into including charter lengths, charter
timing, estimated
revenues and costs and the nature and extent of any uncertainties
associated with the
charter contracts.
Please further consider including disclosure under significant
accounting
policies describing your policies for charter revenue and cost
recognition, including nature
of your various charter types, nature of costs born by you versus by
the customers or
others, and how your various charter types affect your revenue and
cost recognition.
Exhibits
11. We note you signed the agreement to transfer the sale leaseback
arrangement for
newbuildings 7-8 from CCBFL to Jiangsu Financial Leasing. Please
provide this
agreement to transfer as an exhibit.
12. Please file all agreements required by Item 601(b)(10) of Regulation
S-K. Refer to Item 8
of Form F-1. For example, please file the following agreements: the ship
management
agreements with Wilhemsen and OMS, the Supervision Agreement, the
Management
Agreement, the Corporate Services Agreement, the Corporate Support
Agreement, and
your charter agreements. In addition, please file the registration
rights agreement
FirstName LastNameHerman Billung
referenced on page 36, and the equity incentive plan described on page
83. In the
Comapany NameHimalaya
alternative, Shipping
please provide yourLtd.
analysis as to why such agreements are
not required to be
Januaryfiled.
18, 2023 Page 3
FirstName LastName
Herman Billung
FirstName LastNameHerman Billung
Himalaya Shipping Ltd.
Comapany
January 18,NameHimalaya
2023 Shipping Ltd.
January
Page 4 18, 2023 Page 4
FirstName LastName
General
13. We note your disclosure regarding agreements with Chinese
counterparties, and disclosure
regarding the anticipated trade routes for your vessels. Please tell
us whether the majority
of your operations will be in China.
14. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications.
You may contact Lily Dang, Staff Accountant at 202-551-3867 or Mark
Wojciechowski,
Staff Accountant at 202-551-3759 if you have questions regarding comments on
the financial
statements and related matters. Please contact Michael Purcell, Staff Attorney
at 202-551-5351
or Laura Nicholson, Special Counsel at 202-551-3584 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: James McDonald