NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
Norwegian Cruise Line Holdings Ltd. (the “Company”) was a party to the Shareholders’ Agreement, dated January 24, 2013, as amended from time to time (the “Shareholders’ Agreement”), by and among the Company and certain shareholder parties thereto, including the Selling Shareholders (as defined below). The Shareholders’ Agreement provided certain shareholders party thereto certain rights with respect to the affairs of the Company, including, subject to certain limitations, the right to influence the voting of the ordinary shares of our Company held by other shareholders party thereto, the right to participate on a pro rata basis in any issuance of new ordinary shares of the Company and certain registration rights with respect to the ordinary shares of the Company, including the right to make written requests in unlimited numbers to the Company to register and thereby transfer all or a portion of their ordinary shares of the Company through registered secondary share offerings. This description of selected provisions of the Shareholders’ Agreement is qualified in its entirety by reference to the Shareholders’ Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 30, 2013 (File No. 001-35784), Amendment No.1 to the Shareholders’ Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2014 (File No. 001-35784) and the Waiver under the Shareholders’ Agreement, which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 10, 2015 (File No. 001-35784).
On December 3, 2018, following the completion of the Offering (as defined below), the Selling Shareholders ceased to beneficially own any ordinary shares of the Company. In connection therewith, the Company entered into a termination agreement with the Selling Shareholders terminating, effective immediately, the Shareholders’ Agreement and all of the rights, obligations and provisions of the parties thereto, other than certain expense and indemnity provisions which survive the Shareholders’ Agreement indefinitely.
Item 8.01 Other Events.
On November 28, 2018, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, certain funds affiliated with Apollo Global Management, LLC and Star NCLC Holdings Ltd. (the “Selling Shareholders”) and Morgan Stanley & Co. LLC, as sole underwriter (the “Underwriter”), to which the Selling Shareholders agreed to sell 18,877,089 of the Company’s ordinary shares, par value $0.001 per share (the “Offering Shares”), to the Underwriter at a price of $50.50 per ordinary share (the “Offering”). The Offering closed on December 3, 2018. The Company did not sell any ordinary shares in the Offering and will not receive any proceeds from the Offering. Following the completion of the Offering, the Selling Shareholders did not beneficially own any ordinary shares of the Company.
Concurrently with and subject to the completion of the Offering, the Company repurchased from the Underwriter 1,683,168 ordinary shares (the “Repurchased Shares”) that were sold by the Selling Shareholders to the Underwriter at a price per share equal to the price per share paid by the Underwriter to the Selling Shareholders.
The Offering was made to a prospectus supplement, dated November 28, 2018, to the prospectus, dated March 3, 2017, which was included in the Company’s automatic shelf registration statement on Form S-3 (File No. 333-216441), which became effective upon filing with the Securities and Exchange Commission on March 3, 2017.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Shareholders to the Underwriter, the terms and conditions for the sale of the Repurchased Shares by the Underwriter to the Company, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Norwegian Cruise Line Holdings Ltd. ExhibitEX-1.1 2 tv508317_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version NORWEGIAN CRUISE LINE HOLDINGS LTD. 18,…To view the full exhibit click here
About NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH)
Norwegian Cruise Line Holdings Ltd. (NCLH) is a global cruise company. The Company operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. Its brands offer itineraries to over 510 destinations around the world, including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii with a combined fleet of approximately 20 ships with over 45,000 Berths. Its brands offer various features, amenities, and activities, including various accommodations, multiple dining venues, bars and lounges, spa, casino and retail shopping areas and various entertainment choices. Its Norwegian offers approximately 10 ships that have been purpose-built to deliver the Freestyle Cruising product. Its Oceania Cruises offers the cuisine at sea and destination experiences with destination-rich itineraries. Its Regent Seven Seas Cruises offers a cruise line, which provides amenities included in the cruise fare.
