SEC Form SC 13E3 filed by Cool Company Ltd.

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This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934 (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by: (i) Cool Company Ltd., a Bermuda exempted company limited by shares (the “Company”), (ii) Bounty Ltd, a Liberian nonresident domestic corporation (“Parent”), (iii) Apex Merger Sub Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”), (iv) EPS Ventures Ltd., a company duly incorporated in the Marshall Islands (“EPS”), (v) Mr. Cyril Ducau, (vi) Mr. Antoine Bonnier, and (vii) Ms. Joanna Zhou (with respect to (ii) through (vii), each, an “EPS Filing Person” and collectively, the “EPS Filing Persons” and with respect to (i) through (vii), each, a “Filing Person” and collectively, the “Filing Persons”).

This Transaction Statement relates to (1) the Agreement and Plan of Merger, dated as of September 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, Merger Sub, after it accedes to the Merger Agreement, and, solely for purposes of guaranteeing the respective obligations of Parent and Merger Sub under the Merger Agreement, EPS, (2) the related Statutory Merger Agreement contemplated by the Merger Agreement (the “Statutory Merger Agreement”), to be entered into by the Company and Merger Sub and (3) the Voting and Support Agreement, dated as of September 28, 2025 (the “Support Agreement”), by and between the Company and EPS. Pursuant to, and subject to the terms and conditions of, the Merger Agreement and the Statutory Merger Agreement, if each of the conditions to closing set forth in the Merger Agreement are either satisfied or, to the extent permitted, waived, Merger Sub will be merged with and into the Company (the “Merger”), with the Company as the surviving company in the merger (the “Surviving Company”).

Pursuant to the Merger Agreement, upon completion of the Merger, each common share of the Company, par value $1.00 per share (each, a “Company Common Share”), that is issued and outstanding at the effective time of the Merger (the “Effective Time”) (other than Company Common Shares held by (a) holders of Company Common Shares who have properly exercised appraisal rights with respect to such Company Common Shares in accordance with the Company Act 1981 of Bermuda (as amended) (the “Bermuda Companies Act”), (b) any subsidiary of the Company, (c) the Company as treasury shares or (d) Parent, Merger Sub, or their respective affiliates, in each case of (b) through (d), which such Company Common Shares will be canceled automatically and will cease to exist and no consideration will be delivered in exchange therefor), will be canceled and converted into the right to receive $9.65, in cash, without interest (the “Merger Consideration”). Each Company common share for which appraisal rights have been properly exercised in accordance with the Bermuda Companies Act (each, a “Dissenting Common Share”) will automatically be canceled (but will not entitle its holder to receive the Merger Consideration) and will automatically be converted into the right to receive the fair value of such Dissenting Common Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act.

Following the Merger, Parent will own 100% of the equity of the Surviving Company. Following the Merger, the Surviving Company will use its reasonable best efforts to cause the Company Common Shares to be de-listed from the New York Stock Exchange, de-registered under the Exchange Act and de-listed from the Euronext Growth Oslo exchange, in each case, as soon as reasonably practicable following the Effective Time.

Pursuant to the Support Agreement, EPS has agreed that at the Company special general meeting or at any other meeting of the shareholders of the Company called to seek approval of and adoption by such shareholders with respect to the Merger Agreement, the Statutory Merger Agreement or the Merger and the other transactions contemplated thereunder, prior to the termination date of the Support Agreement, EPS will (i) appear at any such meeting or otherwise cause the Company Common Shares owned by EPS to be counted as present thereat for the purposes of establishing a quorum and (ii) vote or cause the Company Common Shares owned by EPS to be voted in favor of the Merger Agreement, the Statutory Merger Agreement, the Merger and any other actions contemplated by the Merger Agreement or the Statutory Merger Agreement.

A special committee of the board of directors of the Company (the “Special Committee”) consisting only of independent and disinterested directors reviewed, evaluated and negotiated the terms and conditions of the Merger Agreement, the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger. The Special Committee unanimously recommended that the board of directors of the Company (a) approve the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger, and (b) recommend approval of the Merger, the Merger Agreement and the Statutory Merger Agreement to the holders of the issued and outstanding Company Common

Shares, other than Parent, Merger Sub and their respective affiliates (the “Public Shareholders”). The board of directors of the Company, acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger, are fair to, and in the best interest of the Company and the holders of Company Common Shares, (ii) approved the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including the Merger, and (iii) recommended approval of the Merger, the Merger Agreement and the Statutory Merger Agreement to the Public Shareholders.

Consummation of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including, without limitation, approval of the Merger, the Merger Agreement and the Statutory Merger Agreement by the affirmative vote of the holders of a simple majority of the votes cast, at the Company special general meeting at which there are two or more persons present in person or represented by proxy throughout such meeting and representing in person or by proxy of at least 33 1/3% of the issued shares of the Company that are entitled to vote thereat. Pursuant to the Support Agreement, EPS has agreed, subject to the terms and conditions therein, to vote all Company Common Shares beneficially owned by it in favor of the approval of the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the Merger.

The Company will make available to its shareholders a proxy statement (the “Proxy Statement,” a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the special general meeting of the Company’s shareholders, at which the Company’s shareholders will consider and vote upon a proposal to approve the Merger, the Merger Agreement and the Statutory Merger Agreement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The following exhibits are filed herewith:

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2025