United States securities and exchange commission logo
February 21, 2024
Torstein Hagen
Chief Executive Officer and Chairman of the Board
Viking Holdings Ltd
94 Pitts Bay Road
Pembroke, Bermuda HM 08
Re: Viking Holdings Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted February
7, 2023
CIK No. 0001745201
Dear Torstein Hagen:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
January 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Market and Industry Data, page vii
1. We note the new
disclosure you added about the data collected by Alter Agents regarding
brand awareness that
you commissioned. Please file as an exhibit a consent from Alter
Agent pursuant to
Securities Act Rule 436(a). Also, as requested in prior comment 8,
please revise your
disclosure to identify the leading market research company and
leading global
consulting firm to whom you attribute certain statistical claims.
Prospectus Summary, page 1
2. We note your revised
disclosure in response to prior comment 1 indicates at page 12 that
your net income
"increased" from 2017 to 2023. Please revise to highlight the magnitude
Torstein Hagen
Viking Holdings Ltd
February 21, 2024
Page 2
of the private placement derivative losses and their impact on net
income during the most
recent nine months and/or the most recent fiscal period.
Summary Consolidated Financial and Other Data
Unaudited Non-IFRS Measures, page 24
3. We note your disclosures regarding the non-IFRS measure Adjusted Free
Cash Flow,
which you indicate is based on net cash flow from operating
activities, adjusted for
various items of interest and capital expenditures, and which you have
characterized,
along with the related measure of Adjusted Free Cash Flow Conversion.
as a measure
of your performance.
Given the utility that you ascribe to the measures, please clarify why
you would view
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion as
measures of
performance rather than measures of liquidity, and explain how you
have considered the
guidance in the Answer to Question 102.07 of our Compliance &
Disclosure
Interpretations relating to Non-GAAP Financial Measures, in
formulating your view.
Risk Factors
Our bye-laws to be effective upon the consummation of this offering will
restrict shareholders,
page 58
4. We note your response to prior comment 3. Please tell us whether the
waiver applies to
claims under the U.S. federal securities laws. If you do not intend
for this provision to be
applicable to actions under the Securities Act or Exchange Act, please
revise to state this
information, and tell us how you will inform investors in future
filings that the provision
is not intended to apply to any such actions.
Industry, page 93
5. We note you disclose that you are the world s largest luxury ocean
line. Please expand to
disclose the basis for this statement. In this regard, we note your
disclosure at page 2
indicates that you are a market leader in terms of number of guests.
Financial Statements, page F-1
6. Given that you are undertaking an initial public offering, unless you
will be updating your
FirstName LastNameTorstein Hagen
filing to include audited financial statements for the 2023 fiscal year
prior to the effective
Comapany
date,NameViking Holdings
please address Ltd requirement described in Instruction 2
to Item 8.A.4 of
the exhibit
Form
February 21, 20-F.
2024 Page 2
FirstName LastName
Torstein Hagen
FirstName LastNameTorstein Hagen
Viking Holdings Ltd
Comapany21,
February NameViking
2024 Holdings Ltd
February
Page 3 21, 2024 Page 3
FirstName LastName
Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Timothy Levenberg at 202-551-3707 or Karina Dorin at 202-551-3763 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Gregg A. Noel, Esq., of Skadden, Arps, Slate, Meagher & Flom LLP