Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

GasLog Ltd.

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(Name of Issuer)

Common Shares, par value $0.01 per share

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(Title of Class of Securities)

G37585109

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(CUSIP Number)

Copies to:

D. Scott Bennett, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

February 21, 2021

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(Date of Event which Requires Filing of this Statement)

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(2)

The percentage ownership is calculated based on aggregate number of 95,192,812 Common Shares outstanding as of February 17, 2021.

Item 4. Purpose of the Transaction

Item 4 of the Amended Schedule 13D is hereby amended by adding the following paragraphs:

Entry into the Merger Agreement

Pursuant to, and subject to the terms and conditions of, the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”), the separate corporate existence of Merger Sub will cease and the Issuer will be the surviving company in the Merger (the “Surviving Company”).  Under the terms of the Merger Agreement, each common share (the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will, by virtue of the Merger, be canceled and converted into the right to receive $5.80 per Share, without interest, except for any shares that, as of immediately prior to the Effective Time of the Merger, are held by (i) the Rolling Shareholders, (ii) any of Bruce Blythe, Jean Haramis, Monhegetti Transport Inc., Dimitris Kolias and Stray Shipping Investments (the “Additional Rolling Shareholders”), (iii) any direct or indirect wholly owned subsidiary of the Issuer, (iv) the Issuer as treasury shares or (v) holders of Shares who have properly exercised their appraisal rights with respect to such Shares (the “Transaction”).

Prior to the consummation of the Transaction, each Rolling Shareholder (other than Blenheim Holdings Ltd. and Olympic LNG Investments Ltd.) and each Additional Rolling Shareholder intend to contribute its Shares to BSIH such that immediately prior to the consummation of the Transaction, BSIH will directly hold 10,660,198 Shares. Blenheim Holdings Ltd. and Olympic LNG Investments Ltd. will continue to directly hold 30,800,000 Shares and 11,164,904 Shares, respectively.

Promptly after consummation of the Transaction, the Shares will be delisted from the New York Stock Exchange.

The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to the Form 6-K filed by the Issuer on March 3, 2021 and is incorporated herein by reference in its entirety.

Entry into the Rollover Agreement 

Concurrently with the execution of the Merger Agreement, the Parent, the Issuer and the Rolling Shareholders entered into the Rollover Agreement.  Pursuant to the Rollover Agreement, (a) each Rolling Shareholder has agreed to vote or cause to be voted any Shares and preference shares beneficially owned by such Rolling Shareholder in favor of adopting the Merger Agreement, the Transaction and any other actions contemplated thereby for which approval of the Issuer’s shareholders is requested and (b) each Rolling Shareholder has agreed that their Shares and preference shares will remain outstanding as shares and preference shares, respectively, of the Surviving Company following consummation of the Transaction.

In addition, at the consummation of the Transaction, the Issuer, GEPIF, Blenheim Holdings Ltd., BSIH and Olympic LNG Investments Ltd. agreed to enter into a shareholders’ agreement with respect to the governance of the Issuer following the consummation of the Transaction, a form of which is attached as Exhibit B to the Rollover Agreement (the “Shareholders’ Agreement”).  Pursuant to the Shareholders’ Agreement and following the consummation of the Transaction, the board of directors of the Issuer will be reduced to five persons, and the Rolling Shareholders that are party to the Shareholders’ Agreement will appoint a majority of the Issuer’s board of directors in accordance with the terms of the Shareholders’ Agreement.  In addition, Peter G. Livanos, following consummation of the Transaction, will hold a proxy to vote the Shares of the Rolling Shareholders under the terms of the Shareholders’ Agreement and, as a result of holding such proxy, will control more than a majority of the voting stock of the Surviving Company and will control the right to appoint a majority of the board of the Surviving Company.  Following consummation of the Transaction, the Issuer’s bye-laws will be amended and restated to be in the form attached as Exhibit B to the Merger Agreement.

The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which is filed as Exhibit 2.2 to the Form 6-K filed by the Issuer on March 3, 2021 and is incorporated herein by reference in its entirety.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 4 of this Amendment No. 2 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 1  Agreement and Plan of Merger by and among GasLog Ltd., GEPIF III Crown Bidco L.P. and GEPIF III Crown MergerCo Limited, dated as of February 21, 2021 (incorporated by reference to Exhibit 2.1 to the Form 6-K filed by GasLog Ltd. on March 3, 2021).

Exhibit 2  Rollover Agreement by and among GasLog Ltd., GEPIF III Crown Bidco L.P. and the Rolling Shareholders (as defined herein), dated as of February 21, 2021 (incorporated by reference to Exhibit 2.2 to the Form 6-K filed by GasLog Ltd. on March 3, 2021).

By:	/s/ Michail Gialouris
	Name:	Michail Gialouris
	Title:	Director

A.S.O. MARITIMA S.A.
By:	/s/ Anthony  S. Papadimitriou
	Name:	Anthony  S. Papadimitriou
	Title:	Director