SEC Comment Letter 0000000000-24-002253 to Hafnia Ltd (HAFN) (CIK 0001815779) (HAFN)
Hafnia Ltd (HAFN) (CIK 0001815779)
Date: Feb. 28, 2024 · CIK: 0001815779 · Accession: 0000000000-24-002253
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United States securities and exchange commission logo February 28, 2024 Mikael Øpstun Skov Chief Executive Officer Hafnia Limited c/o Hafnia SG Pte. Ltd. 10 Pasir Panjang Road, #18-01 Singapore 117438 Re:Hafnia Limited Amendment No. 1 to Draft Registration Statement on Form 20-F Submitted February 9, 2024 CIK No. 0001815779 Dear Mikael Øpstun Skov: We have reviewed your amended draft registration statement and have the following comment. 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 a comment applies 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 this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 27, 2023 letter. Draft Registration Statement on Form 20-F filed February 9, 2024 Dividend Policy, page 186 1.We note that you expanded your disclosure on pages 186 and 187 in response to prior comment 7, to clarify that if your new dividend policy had been in effect from the beginning of 2022, it would not have resulted in any change to the dividend payments made for the first three quarters. You also state that higher operating cashflows were used to "strengthen" your balance sheet, and that this allowed you to "de-leverage" at a faster pace than had been anticipated during 2022.
However, it appears that your debt increased $444 million by the end of 2022 compared to
FirstName LastNameMikael Øpstun Skov Comapany NameHafnia Limited February 28, 2024 Page 2 FirstName LastName Mikael Øpstun Skov Hafnia Limited February 28, 2024 Page 2 a year earlier, and that no accrual had yet been made for the fourth quarter dividend of $159 million. Please reconcile between these observations and your description of circumstances, as to the de-leverage and strength of your balance sheet. Please also disclose the extent to which change in vessel values impacted the results of your net loan- to-value computations for each period, independent of vessel transactions. Please contact John Cannarella, Staff Accountant, at 202-551-3337 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 Anuja A. Majmudar, Attorney- Advisor, at 202-551-3844 or Kevin Dougherty, Attorney-Advisor, at 202-551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Anthony J. Renzi Jr.
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United States securities and exchange commission logo
February 28, 2024
Mikael Øpstun Skov
Chief Executive Officer
Hafnia Limited
c/o Hafnia SG Pte. Ltd.
10 Pasir Panjang Road, #18-01
Singapore 117438
Re:Hafnia Limited
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted February 9, 2024
CIK No. 0001815779
Dear Mikael Øpstun Skov:
We have reviewed your amended draft registration statement and have the following
comment.
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 27, 2023 letter.
Draft Registration Statement on Form 20-F filed February 9, 2024
Dividend Policy, page 186
1.We note that you expanded your disclosure on pages 186 and 187 in response to prior
comment 7, to clarify that if your new dividend policy had been in effect from the
beginning of 2022, it would not have resulted in any change to the dividend payments
made for the first three quarters. You also state that higher operating cashflows were used
to "strengthen" your balance sheet, and that this allowed you to "de-leverage" at a faster
pace than had been anticipated during 2022.
However, it appears that your debt increased $444 million by the end of 2022 compared to
FirstName LastNameMikael Øpstun Skov
Comapany NameHafnia Limited
February 28, 2024 Page 2
FirstName LastName
Mikael Øpstun Skov
Hafnia Limited
February 28, 2024
Page 2
a year earlier, and that no accrual had yet been made for the fourth quarter dividend of
$159 million. Please reconcile between these observations and your description of
circumstances, as to the de-leverage and strength of your balance sheet. Please also
disclose the extent to which change in vessel values impacted the results of your net loan-
to-value computations for each period, independent of vessel transactions.
Please contact John Cannarella, Staff Accountant, at 202-551-3337 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 Anuja A. Majmudar, Attorney-
Advisor, at 202-551-3844 or Kevin Dougherty, Attorney-Advisor, at 202-551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Anthony J. Renzi Jr.