SEC Comment Letter 0000000000-23-002180 to Cool Co Ltd. (CLCO) (CIK 0001944057)
Cool Co Ltd. (CLCO) (CIK 0001944057)
Date: March 3, 2023 · CIK: 0001944057 · Accession: 0000000000-23-002180
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File numbers found in text: 001-41625
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United States securities and exchange commission logo
March 3, 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.
Registration Statement on Form 20-F
Filed February 14, 2023
File No. 001-41625
Dear Richard Tyrrell:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 20-F filed February 14, 2023
Interim Financial Statements - Cool Company Limited
Note 2 - Basis of Preparation and Summary of Significant Accounting Policies, page F-42
1.We note that you have made some revisions to the interim equity statement on page F-38
in response to prior comment 5, reflecting some combinations or recharacterizations
of amounts while retaining the roll-forward approach, in reconciling between the
predecessor and successor accounts. Please further revise your statement to address the
following points.
•The statement reflects both misplaced and missing single and double underscores,
which should be used to indicate wherever summations are being made, to partition
FirstName LastNameRichard Tyrrell
Comapany NameCool Company Ltd.
March 3, 2023 Page 2
FirstName LastName
Richard Tyrrell
Cool Company Ltd.
March 3, 2023
Page 2
between the group and the group total, and to indicate where final totals are being
presented.
•You have used footnotes 3, 4 and 5 to indicate the number of shares associated with
certain transactions, although your notations do not fully reconcile to the ending
balance expressed in footnote 6. Tell us how you considered presenting a separate
column within the statement to report share activity alongside the associated
monetary details as an alternative to commentary in the footnotes, and revise as
necessary to include the missing details.
•Please clarify whether the adjustments identified as "Deconsolidation of lessor
VIEs" are similar to the adjustments for "Cancellation of Parent’s equity," in
representing adjustments that are necessary to record the disposition from the
standpoint of Golar LNG and to reconcile between the predecessor and successor
entities, and if so reposition the first of these so that both line items follow the
"Combined carve-out predecessor balance upon disposal" line item, and
preceding the accounts and activity that pertain to the successor.
•As the amounts in the line item "Consolidated successor balance upon acquisition"
appears to be limited to the recognition of the minority interest by the successor,
please choose a caption that is more clearly representational of the amounts.
•Please include a line item to represent the equity accounts of the successor just prior
to the acquisition.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
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,
Division of Corporation Finance
Office of Energy & Transportation
cc: James A. McDonald, Esq.