SEC Comment Letter 0000000000-23-011692 to Cadeler A/S (CDLR) (CIK 0001978867) (CDLR)
Cadeler A/S (CDLR) (CIK 0001978867)
Date: Oct. 25, 2023 · CIK: 0001978867 · Accession: 0000000000-23-011692
AI Filing Summary & Sentiment
File numbers found in text: 333-275092
Letter
United States securities and exchange commission logo October 25, 2023 Peter Brogaard Hansen Chief Financial Officer Cadeler A/S Arne Jacobsens Alle 7, 7th floor DK-2300 Copenhagen S, Denmark Re:Cadeler A/S Registration Statement on Form F-4 Filed October 19, 2023 File No. 333-275092 Dear Peter Brogaard Hansen: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 16, 2023 letter. Registration Statement on Form F-4 filed October 19, 2023 Questions and Answers About the Offer and the Merger, page 7 1.We note the following disclosure on page 13: "The Offer was commenced on the date of the first public filing of the registration statement on Form F-4 of which this prospectus is a part." This statement appears to be incorrect, as it does not appear that the Offer has commenced. Relatedly, we note the following apparently incorrect disclosure on page 320: "In addition, Cadeler has filed with the SEC a tender offer statement on Schedule TO... . Eneti has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9... ." Please revise, or advise.
FirstName LastNamePeter Brogaard Hansen Comapany NameCadeler A/S October 25, 2023 Page 2 FirstName LastName Peter Brogaard Hansen Cadeler A/S October 25, 2023 Page 2 Exhibits 2.Please have counsel revise the legal opinion to remove the assumption in Section 2.d.i, as counsel cannot assume that the company has taken all corporate actions necessary to authorize the issuance of the securities. In addition, please have counsel revise Page 6 to delete the statement that the opinion shall not be relied upon by any person other than the Company. Refer to Sections II.B.3.a and II.B.3.d of Staff Legal Bulletin No. 19 for guidance. You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Raj Rajan, Staff Accountant, at (202) 551-8094 if you have questions regarding comments on the financial statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202) 551- 8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Connie I. Milonakis
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United States securities and exchange commission logo
October 25, 2023
Peter Brogaard Hansen
Chief Financial Officer
Cadeler A/S
Arne Jacobsens Alle 7, 7th floor
DK-2300 Copenhagen S, Denmark
Re:Cadeler A/S
Registration Statement on Form F-4
Filed October 19, 2023
File No. 333-275092
Dear Peter Brogaard Hansen:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 16, 2023 letter.
Registration Statement on Form F-4 filed October 19, 2023
Questions and Answers About the Offer and the Merger, page 7
1.We note the following disclosure on page 13: "The Offer was commenced on the date of
the first public filing of the registration statement on Form F-4 of which this prospectus is
a part." This statement appears to be incorrect, as it does not appear that the Offer has
commenced. Relatedly, we note the following apparently incorrect disclosure on page
320: "In addition, Cadeler has filed with the SEC a tender offer statement on Schedule
TO... . Eneti has filed with the SEC a solicitation/recommendation statement on Schedule
14D-9... ." Please revise, or advise.
FirstName LastNamePeter Brogaard Hansen
Comapany NameCadeler A/S
October 25, 2023 Page 2
FirstName LastName
Peter Brogaard Hansen
Cadeler A/S
October 25, 2023
Page 2
Exhibits
2.Please have counsel revise the legal opinion to remove the assumption in Section 2.d.i, as
counsel cannot assume that the company has taken all corporate actions necessary to
authorize the issuance of the securities. In addition, please have counsel revise Page 6 to
delete the statement that the opinion shall not be relied upon by any person other than the
Company. Refer to Sections II.B.3.a and II.B.3.d of Staff Legal Bulletin No. 19 for
guidance.
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Raj Rajan,
Staff Accountant, at (202) 551-8094 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at (202) 551-
8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Connie I. Milonakis