Scorpio Holdings Discloses Cadeler A/S Stake in New 13D Filing

TL;DR

**Scorpio Holdings just revealed a new stake in Cadeler A/S, signaling potential strategic moves.**

AI Summary

Scorpio Holdings Limited, a Monaco-based entity, has filed an initial SC 13D on January 17, 2024, disclosing its beneficial ownership of Cadeler A/S common stock, with the event triggering the filing occurring on December 19, 2023. This filing indicates that Scorpio Holdings Limited is part of a group, suggesting a coordinated investment strategy. For investors, this matters because a significant stake by an institutional investor like Scorpio Holdings Limited, especially as part of a group, can signal confidence in Cadeler A/S's future or potentially lead to activist involvement, influencing the stock's direction.

Why It Matters

This filing reveals a new significant shareholder, Scorpio Holdings Limited, in Cadeler A/S, which could influence the company's governance and strategic direction.

Risk Assessment

Risk Level: medium — The risk is medium because while a new significant investor can be positive, the 'group' aspect could also imply potential activist intentions or changes that might not align with all shareholders.

Analyst Insight

A smart investor would monitor future filings from Scorpio Holdings Limited and any news regarding Cadeler A/S's corporate governance or strategic direction, especially given the 'group' disclosure, to understand potential impacts on the company.

Key Numbers

• $0.01 — par value per share (par value of Cadeler A/S Common Stock)
• 12738K109 — CUSIP Number (identifies Cadeler A/S Common Stock)
• December 19, 2023 — Date of Event (date triggering the SC 13D filing requirement)
• January 17, 2024 — Filing Date (date the SC 13D was filed with the SEC)

Key Players & Entities

• Scorpio Holdings Limited (company) — reporting person and beneficial owner
• Cadeler A/S (company) — subject company (issuer)
• Mr. Emanuele Lauro (person) — person authorized to receive notices for Scorpio Holdings Limited
• Edward S. Horton, Esq. (person) — legal counsel for Scorpio Holdings Limited
• Seward & Kissel LLP (company) — law firm representing Scorpio Holdings Limited

Forward-Looking Statements

• Scorpio Holdings Limited may seek to influence Cadeler A/S's strategic decisions given their group filing. (Cadeler A/S) — medium confidence, target: Within 6-12 months
• The stock price of Cadeler A/S could see increased volatility as the market digests this new significant shareholder. (Cadeler A/S) — medium confidence, target: Within 1-3 months

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Filing Documents

• d10932410_13d.htm (SC 13D) — 175KB
• 0000919574-24-000400.txt ( ) — 177KB

From the Filing

SC 13D 1 d10932410_13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Cadeler A/S (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 12738K109 (CUSIP Number) Mr. Emanuele Lauro 99, Boulevard du Jardin Exotique Monaco 98000 377-9798-5716 with a copy to: Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2023 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d1(f) or 240.13d-1(g), check the following box [_]. CUSIP No. 12738K109 1. NAME OF REPORTING PERSONS Scorpio Holdings Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of the Marshall Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 37,649,180 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 37,649,180 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,649,180 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.09% 1 14. TYPE OF REPORTING PERSON CO 1 Based on 311,409,868 sha res issued and outstanding as of January 1, 2024, according to information provided by the Issuer. CUSIP No. 12738K109 1. NAME OF REPORTING PERSONS Annalisa Lolli-Ghetti 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Italy NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 37,649,180 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 37,649,180 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,649,180 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.09% 1 14. TYPE OF REPORTING PERSON IN CUSIP No. 12738K109 1. NAME OF REPORTING PERSONS Scorpio Services Holding Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of the Marshall Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,758,834 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,758,834 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.02% 1 14. TYPE OF REPORTING PERSON CO CUSIP No. 12738K109 Item 1. Security and Issuer. This Schedule 13D relates to the shares, nominal value DKK 1 per share (the " Shares "), including Shares represented by American Depositary Shares (" ADSs ", each representing 4 Shares) of Cadeler A/S (the " Issuer "). The principal executive office of the Issuer is Arne Jacobsens Alle 7, 7th floor DK-2300 Copenhagen S, Denmark. Item 2. Identity and Background. This Schedule 13D is being jointly filed on behalf of the following: Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (" Scorpio Holdings "); Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (" SSH "), and a wholly-owned subsidiary of Scorpio Holdings; and Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings, (" Ms. Lolli-Ghetti ", and together with Scorpio Holdings and SSH, the " Reporting Persons "). Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 12.09% of the Issuer's outstanding Shares and SSH may be deemed the beneficial owner of approximately 3.02% of the Issuer's outstanding Shares. The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies. The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels, inclu

View Full Filing

View this SC 13D filing on SEC EDGAR