United States securities and exchange commission logo
January 20, 2023
Richard Tyrrell
Chief Executive Officer
Cool Company Ltd.
2nd floor, S.E. Pearman Building
9 Par-la-Ville Road
Hamilton HM11
Bermuda
Re: Cool Company Ltd.
Amendment No. 1 to
Draft Registration Statement on Form 20-F
Submitted December
23, 2022
CIK No. 0001944057
Dear Richard Tyrrell:
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.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Directors, Senior Management and Employees
Compensation of Directors and Executive Officers, page 94
1. Please update your
compensation disclosure for the fiscal year ended December 31, 2022.
Refer to Item 6.B of
Form 20-F.
Richard Tyrrell
FirstName LastNameRichard Tyrrell
Cool Company Ltd.
Comapany
January 20,NameCool
2023 Company Ltd.
January
Page 2 20, 2023 Page 2
FirstName LastName
Index to Financial Statements, page F-1
2. Please reposition the pro forma financial statements that currently
reside in Exhibit 99.1 as
the initial set of financial statements in this section, or to either
precede or follow the
financial statements of the recently acquired businesses on pages F-61
through F-100.
Please also include a corresponding reference in your Index under this
heading, and the
Table of Contents on page ii.
Interim Financial Statements - Cool Company Limited
Note 1 - General, page F-39
3. Please expand your disclosure explaining that on June 30, 2022 you
"...entered into
various agreements (the ManCo SPA ) with Golar to purchase Golar
s LNG carrier and
FSRU management organization," including the purchase of four
entities, to include the
dates upon which each of the four entities were conveyed and the dates
upon which any
other terms of the agreements were satisfied.
Note 2 - Basis of Preparation and Summary of Significant Accounting Policies,
page F-41
4. We note that you have used brackets to denote liabilities in
presenting the year-end
balance sheets on page F-6 though have not used this convention in
presenting the interim
balance sheets on page F-35. Please revise either statement as
necessary to present the
balances in a consistent manner.
5. We note that you have included an interim equity statement on page
F-38 which appears
to include several adjustments in order to reconcile between the
predecessor and successor
balances, though which individually have an unclear basis for
attribution to the specific
entities involved in meeting the requirements of FASB ASC 505-10-50-2,
covering the
predecessor entities up to the point of conveyance and the successor
for the entire interim
period, including the following.
The item "Fair value adjustment in relation to Vessel SPA" of
$(227,289) thousand is
described as a revaluation of the vessels by the predecessor on
the disposal dates,
thereby implying an impairment though which has not been
recognized in the
Statements of Operations.
The item "Deconsolidation of lessor VIEs" of $(115,412)
thousand is attributed to
five of the seven variable interest entities having debt
associated with the vessels
acquired that were not replaced or maintained by the successor
upon acquisition.
The item "Adjustment to total equity upon consolidation" of
$(356,639) thousand
appears to adjust the predecessor owners' equity and retained
losses to zero with a
partial unexplained adjustment to the predecessor non-controlling
interest.
Richard Tyrrell
FirstName LastNameRichard Tyrrell
Cool Company Ltd.
Comapany
January 20,NameCool
2023 Company Ltd.
January
Page 3 20, 2023 Page 3
FirstName LastName
Tell us why you have not presented for the predecessor the combined
balances of the
twenty entities that you have identified as comprising the predecessor
operations at the
dates that each was conveyed and or derecognized by Golar LNG Limited;
and why you
have not presented for the successor the equity balances as of the
beginning of the
year and separate lines for the financing and investing transactions
that occurred and
impacted the equity balances during the interim period.
Please also address the requirement to report changes in the number of
shares of equity
securities, including the number of shares issued upon conversion,
exercise, or satisfaction
of required conditions, to comply with FASB ASC 505-10-50-3.
Note 12 - Vessels and Equipment, Net, page F-55
6. We note that footnote (2) to the table states "Depreciation and
amortization charges during
the Successor Period includes the impact of remeasurement to fair
value of the LNGCs
acquired pursuant to the Vessel SPA" although you appear to quantify
and attribute
an impact of $(227,289) thousand to the predecessor in your equity
statement on page F-
38.
We also note that amount disclosed and described in footnote (2) on
page F-38 does not
appear to be reflected in depreciation and amortization of either the
predecessor or the
successor, which you report as $5,745 thousand and $28,413 thousand,
respectively, on
page F-33.
Please revise your disclosure under this heading as necessary to
resolve this apparent
inconsistency and if you believe the remeasurement adjustment should
impact the
financial statements of the successor, tell us how you have formulated
your view; also
explain why the adjustment would not have been reflected as an
impairment by the
predecessor.
7. We note that you report capitalized vessel costs of $1,192,606 for the
successor and
clarify in footnote (1) that you revalued the eight LNGC vessels
acquired pursuant to the
Vessel SPA to fair value on the acquisition dates. We also note
disclosures on pages F-9
and F-39, indicating you would pay $145 million for each vessel.
Please reconcile the details referenced above with your disclosures on
pages 38, 72, and
F-40, indicating the total purchase consideration pursuant to the
Vessel SPA and the
ManCo SPA was $346.2 million.
Please also expand such disclosures to include a tabulation
identifying the particular assets
and liabilities (including any VIEs) recognized in completing these
various
acquisitions and the amounts ascribed thereto. Please also specify the
number of shares
that were issued as purchase consideration.
If there were material differences between the amounts recognized by
the successor in
recording the acquisitions and the amounts derecognized by the
predecessor in completing
Richard Tyrrell
Cool Company Ltd.
January 20, 2023
Page 4
the sales and dispositions, please identify and explain these variances
in a note to the
financial statements.
Note 20 - Basic and Diluted Earnings Per Share, page F-59
8. We note that you report 40,010,000 outstanding common shares as of
September 30, 2022
in your balance sheet on page F-35, while disclosures under this heading
indicate that the
same number of shares is being used in computing earnings per share for
the successor
during the interim period.
However, on page F-40 you explain that $127.9 million of the purchase
consideration for
the Vessel SPA and ManCo SPA was conveyed in the form of shares on each
vessel entity
acquisition date, which appears to have occurred between March 3, 2022
and April 5,
2022, according to disclosure on page F-39.
Please clarify how you have considered the guidance in FASB ASC
260-10-55-2 and 55-
17 in formulating your measures of earnings per share.
You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Karl
Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions
Sincerely,
FirstName LastNameRichard Tyrrell
Division of
Corporation Finance
Comapany NameCool Company Ltd.
Office of Energy &
Transportation
January 20, 2023 Page 4
cc: James A. McDonald
FirstName LastName