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 §§240.13d
-1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ☐
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Exchange
Act
”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act (however,
see
the
Notes
).
CUSIP No.
G66721 10 4
|
13D
|
Page 2 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
Star NCLC Holdings Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS(see instructions)
OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,898,307
(See Item
5)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,898,307
(See Item
5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,898,307
(See Item
5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.8% (See Item 5)*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
*
|
The calculation is based on a total of 228,162,188 Ordinary Shares (as defined herein) outstanding as of July 31, 2017, as reported in the Final Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission (the “
Commission
”) on August 14, 2017.
|
|
|
|
|
|
|
|
|
|
CUSIP No.
G66721 10 4
|
13D
|
Page 3 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
Genting Hong Kong Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS(see instructions)
OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
17,898,307
(See Item
5)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
17,898,307
(See Item
5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,898,307
(See Item
5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.8% (See Item 5)*
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
*
|
The calculation is based on a total of 228,162,188 Ordinary Shares (as defined herein) outstanding as of July 31, 2017, as reported in the Final Prospectus Supplement filed by the Issuer with the Commission on August 14, 2017.
|
|
|
|
|
|
|
|
|
|
|
This Amendment No. 12 (the “
Amendment
”)
amends and supplements the Schedule 13D filed on February 4, 2013, as amended and supplemented by Amendment No. 1 filed on
August 16, 2013, Amendment No. 2 filed on December 9, 2013, Amendment No. 3 filed on December 31, 2013, Amendment No. 4 filed on
March 10, 2014, Amendment No. 5 filed on November 21, 2014, Amendment No. 6 filed on March 11, 2015, Amendment No. 7 filed on April
10, 2015, Amendment No. 8 filed on May 26, 2015, Amendment No. 9 filed on August 13, 2015, Amendment No. 10 filed on December 17,
2015 and Amendment No. 11 filed on June 28, 2017 (as so amended, the “
Original Schedule 13D
” and, as amended
and supplemented by this Amendment, the “
Schedule 13D
”) by Star NCLC Holdings Ltd. (“
Star NCLC
”)
and Genting Hong Kong Limited (“
Genting HK
”) with respect to the Ordinary Shares of the Issuer. Capitalized
terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates the
second and fourth paragraphs of Item 2 of the Original Schedule 13D in its entirety as follows:
“Star
NCLC, a wholly-owned subsidiary of Genting HK, is the record owner of an aggregate of 17,898,307 Ordinary Shares (the “
Genting
Shares
”). The Ordinary Shares reported as beneficially owned by each Reporting Person include only those Ordinary
Shares over which such person may be deemed to have voting or dispositive power.”
“As
of July 31, 2017, the principal shareholder of Genting HK is: Golden Hope Limited (“
GHL
”) as trustee of the
Golden Hope Unit Trust (“
GHUT
”) – 70.8%. GHL is a company incorporated in the Isle of Man acting
as trustee of GHUT, a private unit trust which is held directly and indirectly by First Names Trust Company (Isle of Man) Limited,
as trustee of a discretionary trust, the beneficiaries of which are Tan Sri Lim Kok Thay and certain members of his family.”
Item 4. Purpose of Transaction
This Amendment amends Item 4 of the Original
Schedule 13D by inserting the following before the paragraph titled “
General
”:
“
Resale Offering
(August 2017)
On
August 10, 2017, the Issuer and the Shareholders entered into an underwriting agreement (the “
Aug. 2017 Resale Offering
Underwriting Agreement
”) with Citigroup Global Markets Inc., Barclays Capital Inc. and Goldman, Sachs & Co. LLC (the
“
Aug. 2017 Resale Offering Underwriters
”), pursuant to which, among other things, Star NCLC agreed to sell,
and the Aug. 2017 Resale Offering Underwriters agreed to purchase, 7,500,000 Ordinary Shares at a price of $54.57 per Ordinary
Share (the “
Aug. 2017 Resale Offering
”). The Aug. 2017 Resale Offering was made pursuant to the Shelf Registration
Statement.
The
Aug. 2017 Resale Offering closed on August 16, 2017.
Following
the completion of this offering, pursuant to the terms of the Shareholders’ Agreement, (i) Genting HK no longer has the consent
rights or the notice and consultation rights under Section 6 of the Shareholders’ Agreement, (ii) Genting HK no longer has
the right to receive certain information about the Company under Section 8 of the Shareholders’ Agreement and (iii) the restrictions
on transfer of Ordinary Shares under Section 2 of the Shareholders’ Agreement are no longer effective.
Resale Offering Lock-Up Agreement (August 2017)
In
connection with the Aug. 2017 Resale Offering, Star NCLC agreed pursuant to a lock-up agreement (the “
Aug. 2017 Resale
Offering Lock-Up Agreement
”), subject to certain exceptions, not to, without the prior written consent of the Aug. 2017
Resale Offering Underwriters, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, or file (or
participate in the
filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any Ordinary Shares,
any other securities of the Issuer that are substantially similar to the Ordinary Shares, or any securities convertible into or
exchangeable or exercisable for, or any warrants or other rights to purchase the foregoing (the “Lock-Up Securities”),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Ordinary Shares or such other
securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii),
for a period beginning on the date of such Lock-Up Agreement and ending on, and including, the date that is 30 days after the date
of the Aug. 2017 Resale Offering Underwriting Agreement;
provided
, that Genting HK may (x) publish and dispatch (A) a circular,
a notice of general meeting and a proxy form (including any related supplemental documents) in relation to a specific mandate that
Genting HK may seek from its shareholders to authorize its board of directors to effect future disposals of the Ordinary Shares
(the “
GHK Shareholder Consent
”) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited and (B) any announcement for the purpose of obtaining the GHK Shareholder Consent; and (y) pledge up to 11
million Ordinary Shares as collateral to secure repayment of amounts outstanding under its existing revolving facilities agreement.”
This
Amendment amends and restates the last paragraph of Item 4 of the Original Schedule 13D in its entirety as set forth below:
“References
to and descriptions of the Shareholders Agreement, the Lock-Up Agreement, the Resale Offering Underwriting Agreement, the Resale
Offering Lock-Up Agreement, the Dec. 2013 Resale Offering Underwriting Agreement, the Dec. 2013 Resale Offering Lock-Up Agreement,
the Feb. 2014 Resale Offering Underwriting Agreement, the Feb. 2014 Resale Offering Lock-Up Agreement, the Nov. 2014 Amendment
to the Shareholder’s Agreement, the March 2015 Resale Offering Underwriting Agreement, the March 2015 Resale Offering Lock-Up
Agreement, the Waiver Letter, the May 2015 Resale Offering Underwriting Agreement, the May 2015 Resale Offering Lock-Up Agreement,
the August 2015 Resale Offering Underwriting Agreement, the August 2015 Resale Offering Lock-Up Agreement, the Dec. 2015 Resale
Offering Underwriting Agreement, the Dec. 2015 Resale Offering Lock-Up Agreement, the Aug. 2017 Resale Offering Underwriting Agreement
and the Aug. 2017 Resale Offering Lock-Up Agreement set forth above in this Item 4 do not purport to be complete and are qualified
in their entirety by reference to the full text of the Shareholders Agreement, the Lock-Up Agreement, the Resale Offering Underwriting
Agreement, the Resale Offering Lock-Up Agreement, the Dec. 2013 Resale Offering Underwriting Agreement, the Dec. 2013 Resale Offering
Lock-Up Agreement, the Feb. 2014 Resale Offering Underwriting Agreement, the Feb. 2014 Resale Offering Lock-Up Agreement, the Nov.
2014 Amendment to the Shareholder’s Agreement, the March 2015 Resale Offering Underwriting Agreement, the March 2015 Resale
Offering Lock-Up Agreement, the Waiver Letter, the May 2015 Resale Offering Underwriting Agreement, the May 2015 Resale Offering
Lock-Up Agreement, the August 2015 Resale Offering Underwriting Agreement, the August 2015 Resale Offering Lock-Up Agreement, the
Dec. 2015 Resale Offering Underwriting Agreement, the Dec. 2015 Resale Offering Lock-Up Agreement, the Aug. 2017 Resale Offering
Underwriting Agreement and the Aug. 2017 Resale Offering Lock-Up Agreement which have been filed as Exhibit 2, Exhibit 3, Exhibit
4, Exhibit 5, Exhibit 6, Exhibit 7, Exhibit 8, Exhibit 9, Exhibit 10, Exhibit 11, Exhibit 12, Exhibit 13, Exhibit 14, Exhibit 15,
Exhibit 16, Exhibit 17, Exhibit 18, Exhibit 19, Exhibit 20 and Exhibit 21 respectively, and are incorporated herein by this reference.”
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates paragraphs
2 and 3 of Item 5 of the Original Schedule 13D as set forth below:
“(a)–(b) The following disclosure
is based on a total of 228,162,188 Ordinary Shares (as defined herein) outstanding as of July 31, 2017, as reported in the Final
Prospectus Supplement filed by the Issuer with the Commission on August 14, 2017.
Pursuant to Rule 13d-3 of the Exchange
Act, the Reporting Persons may be deemed to beneficially own 17,898,307 Ordinary Shares of the Issuer, which constitutes approximately
7.8 % of the outstanding Ordinary Shares of the Issuer.”
Item 7. Material to Be Filed as Exhibits
1. Joint Filing Agreement dated as of February 1, 2013, by
and between the Reporting Persons (previously filed with the Commission as Exhibit 1 to Schedule 13D filed by Star NCLC and Genting
HK on February 4, 2013).
2. Shareholders’ Agreement, dated as of January 24,
2013, by and among Norwegian Cruise Line Holdings Ltd., Genting HK, Star NCLC, AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL
(AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware)
VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany)
VI, L.P., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P. and TPG Viking AIV III, L.P., and the other shareholders
that become a party from time to time (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed with the Commission on January 30, 2013 (File No. 001-37584)).
3. Form of Lock-Up Agreement, by and among UBS Securities
LLC and Barclays Capital Inc., as Managing Underwriters, together with the other Underwriters named in Schedule A to the Underwriting
Agreement referred to therein, and Star NCLC (previously filed with the Commission as Exhibit 3 to Schedule 13D filed by Star NCLC
and Genting HK on February 4, 2013).
4. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC and Barclays Capital Inc.,
as Managing Underwriters and representatives of the several underwriters listed in Schedule A thereto (incorporated by reference
to Exhibit 1.1 to Amendment No. 1 to Form S-1 Registration Statement of Norwegian Cruise Line Holdings Ltd. filed with the Commission
on August 7, 2013) (the “
Resale Offering Underwriting Agreement
”).
5. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Resale Offering Underwriting Agreement and UBS Securities LLC and Barclays Capital Inc., as Managing Underwriters
and representatives of the several underwriters (incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D of Star
NCLC and Genting HK filed with the Commission on August 16, 2013).
6. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC and Barclays Capital Inc.,
as Managing Underwriters and representatives of the several underwriters listed in Schedule A thereto (incorporated by reference
to Exhibit 6 to Amendment No. 2 to Schedule 13D filed by Star NCLC and Genting HK on December 9, 2013) (the “
Dec. 2013
Resale Offering Underwriting Agreement
”).
7. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Dec. 2013 Resale Offering Underwriting Agreement and UBS Securities LLC and Barclays Capital Inc., as Managing
Underwriters and representatives of the several underwriters (incorporated by reference to Exhibit 7 to Amendment No. 2 to Schedule
13D filed by Star NCLC and Genting HK on December 9, 2013).
8. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Citigroup Global Markets Inc. (incorporated
by reference to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on March 10, 2014) (the
“
Feb. 2014 Resale Offering Underwriting Agreement
”).
9. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Feb. 2014 Resale Offering Underwriting Agreement and Citigroup Global Markets Inc. (incorporated by reference
to Exhibit 9 to Amendment No. 4 to Schedule 13D filed by Star NCLC and Genting HK on March 10, 2014).
10. Amendment No. 1 to the Amended and Restated Shareholder’s
Agreement, dated November 19, 2014, by and among Norwegian Cruise Line Holdings Ltd., Genting Hong Kong Limited, Star NCLC Holdings
Ltd., AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF
VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas
Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., TPG
Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II,
L.P., TPG Viking AIV III, L.P., AIF VI Euro Holdings, L.P., AAA Guarantor – Co-Invest VII, L.P., AIF VII Euro Holdings, L.P.,
Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. (incorporated by reference to Exhibit
10.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on November 20, 2014).
11. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on March 9, 2015) (the “
March
2015 Resale Offering Underwriting Agreement
”).
12. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the March 2015 Resale Offering Underwriting Agreement and UBS Securities LLC (incorporated by reference to Exhibit
12 to Amendment No. 6 to Schedule 13D filed by Star NCLC and Genting HK on April 10, 2015).
13. Waiver Letter, dated April 9, 2015, by Genting Hong Kong
Limited and Star NCLC Holdings Ltd. (incorporated by reference to Exhibit 13 to Amendment No. 7 to Schedule 13D filed by Star NCLC
and Genting HK on April 10, 2015).
14. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on May 21, 2015) (the “
May
2015 Resale Offering Underwriting Agreement
”).
15. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the May 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference to
Exhibit 15 to Amendment No. 8 to Schedule 13D filed by Star NCLC and Genting HK on May 26, 2015).
16. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on August 12, 2015) (the “
August
2015 Resale Offering Underwriting Agreement
”).
17. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the August 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 2 to Amendment No. 8 to Schedule 13D of Apollo Funds filed with the Commission on August 18, 2015).
18. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on December 16, 2015) (the “
Dec.
2015 Resale Offering Underwriting Agreement
”).
19. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Dec. 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 19 to Amendment No. 10 to Schedule 13D filed by Star NCLC and Genting HK on December 17, 2015).
20. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and
Citigroup
Global Markets Inc., Barclays Capital Inc. and
Goldman, Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to
Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on August 14, 2017).
21. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Aug. 2017 Resale Offering Underwriting Agreement and
Citigroup Global
Markets Inc., Barclays Capital Inc. and
Goldman, Sachs & Co. LLC.
SIGNATURE
After reasonable 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: August 16, 2017
|
STAR NCLC HOLDINGS LTD.
|
|
|
|
By:
/s/
Blondel So King Tak
|
|
Name:
Blondel So King Tak
Title:
Director
|
|
|
|
GENTING HONG KONG LIMITED
|
|
|
|
By:
/s/ Blondel So King Tak
|
|
Name:
Blondel So
King Tak
Title:
Executive Vice President,
Corporate Services and Authorized
Person
|
Schedule A-1
Star NCLC Holdings Ltd. – Directors*
Name
|
Business
Address
|
Present
principal occupation or employment
|
Name, principal
business and address of any corporation or other organization in which such employment is conducted
|
Citizenship
|
SO King Tak Blondel
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong
Kong
|
Executive Vice President,
Corporate Services
of
Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Chinese
|
Michael Alexander HACKMAN
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong
Kong
|
Executive Vice President – Corporate & Ship Security of Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Australian
|
*
Star NCLC has no Executive Officers.
Schedule A-2
Genting Hong Kong Limited – Directors and Executive Officers
Name
|
Business
Address
|
Present
principal occupation or employment
|
Name, principal
business and address of any corporation or other organization in which such employment is conducted
|
Citizenship
|
LIM Kok Thay
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Chairman and
Chief Executive Officer of Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Malaysian
|
|
24th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur,
Malaysia
|
Chairman and
Chief Executive of
Genting Berhad
|
Genting Berhad
(Investment holding and management company)
24th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
|
|
24th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur,
Malaysia
|
Chairman and
Chief Executive of
Genting Malaysia Berhad
|
Genting Malaysia Berhad
(Provision of leisure and hospitality services)
24th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
|
|
10th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur,
Malaysia
|
Director and
Chief Executive of
Genting Plantations Berhad
|
Genting Plantations Berhad
(Plantation, investment holding and provision of management services
to its subsidiaries)
10th Floor, Wisma Genting,
Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
|
Name
|
Business
Address
|
Present
principal occupation or employment
|
Name, principal
business and address of any corporation or other organization in which such employment is conducted
|
Citizenship
|
|
10 Sentosa Gateway,
Resorts World Sentosa,
Singapore 098270
|
Executive Chairman of Genting Singapore PLC
|
Genting Singapore PLC
(Investment holding company)
10 Sentosa Gateway,
Resorts World Sentosa,
Singapore 098270
|
|
SMITH
Alan
Howard
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Deputy Chairman
and Independent
Non-executive Director of Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
British
|
LIM Keong Hui
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Executive Director, Executive Director – Chairman’s Office and Chief Information Officer of Genting Hong Kong Limited
|
Genting Hong Kong Limited (Cruise line operations and investment
holdings)
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong
Kong
|
Malaysian
|
|
24th Floor, Wisma Genting, Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
Non-Independent Executive Director, Executive Director – Chairman’s Office and Chief Information Officer of Genting Berhad
|
Genting Berhad
(Investment holding and management company)
24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur,
Malaysia
|
|
|
24th Floor, Wisma Genting, Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
Non-Independent Executive Director and Chief Information Officer of Genting Malaysia Berhad
|
Genting Malaysia Berhad
(Provision of leisure and hospitality services)
24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur,
Malaysia
|
|
Name
|
Business
Address
|
Present
principal occupation or employment
|
Name, principal
business and address of any corporation or other organization in which such employment is conducted
|
Citizenship
|
|
10th Floor, Wisma Genting, Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
Non-Independent Non-executive Director of Genting Plantations Berhad
|
Genting Plantations Berhad
(Plantation, investment holding and provision of management services
to its subsidiaries)
10th Floor, Wisma Genting, Jalan Sultan Ismail,
50250 Kuala Lumpur, Malaysia
|
|
LAM Wai Hon Ambrose
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Independent
Non-executive Director of Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
British
|
|
Suite 3609, 36/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong
|
Chief Executive Officer of Investec Capital Asia Limited
|
Investec Capital Asia Limited
(Corporate finance advisory and equities businesses)
Suite 3609, 36/F, Two International Finance Centre, 8 Finance Street,
Central, Hong Kong
|
|
|
Suite 3609, 36/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong
|
Country Head for China & Hong Kong of Investec Group
|
Investec Group
(Corporate finance advisory, equities businesses and investment)
Suite 3609, 36/F, Two International Finance Centre, 8 Finance Street,
Central, Hong Kong
|
|
Name
|
Business
Address
|
Present
principal occupation or employment
|
Name, principal
business and address of any corporation or other organization in which such employment is conducted
|
Citizenship
|
|
31/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong
|
Independent Non-executive Director of China Agri-Industries Holdings Limited
|
China Agri-Industries Holdings Limited
(Production, processing and distribution of agricultural products
and related businesses)
31/F., COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong
|
|
Justin TAN Wah Joo
|
Suite 1501, Ocean Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Independent Non-executive Director of Genting Hong Kong Limited
|
Genting Hong Kong Limited
(Cruise line operations and investment holdings)
Suite 1501, Ocean Centre,
5 Canton Road, Tsimshatsui, Kowloon, Hong Kong
|
Malaysian
|
INDEX TO EXHIBITS
1. Joint Filing Agreement dated as of February 1, 2013, by
and between the Reporting Persons (previously filed with the Commission as Exhibit 1 to Schedule 13D filed by Star NCLC and Genting
HK on February 4, 2013).
2. Shareholders’ Agreement, dated as of January 24,
2013, by and among Norwegian Cruise Line Holdings Ltd., Genting HK, Star NCLC, AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL
(AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware)
VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany)
VI, L.P., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P. and TPG Viking AIV III, L.P., and the other shareholders
that become a party from time to time (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed with the Commission on January 30, 2013 (File No. 001-37584)).
3. Form of Lock-Up Agreement, by and among UBS Securities
LLC and Barclays Capital Inc., as Managing Underwriters, together with the other Underwriters named in Schedule A to the Underwriting
Agreement referred to therein, and Star NCLC (previously filed with the Commission as Exhibit 3 to Schedule 13D filed by Star NCLC
and Genting HK on February 4, 2013).
4. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC and Barclays Capital Inc.,
as Managing Underwriters and representatives of the several underwriters listed in Schedule A thereto (incorporated by reference
to Exhibit 1.1 to Amendment No. 1 to Form S-1 Registration Statement of Norwegian Cruise Line Holdings Ltd. filed with the Commission
on August 7, 2013).
5. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Resale Offering Underwriting Agreement and UBS Securities LLC and Barclays Capital Inc., as Managing Underwriters
and representatives of the several underwriters (incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D of Star
NCLC and Genting HK filed with the Commission on August 16, 2013).
6. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC and Barclays Capital Inc.,
as Managing Underwriters and representatives of the several underwriters listed in Schedule A thereto (incorporated by reference
to Exhibit 6 to Amendment No. 2 to Schedule 13D filed by Star NCLC and Genting HK on December 9, 2013).
7. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Dec. 2013 Resale Offering Underwriting Agreement and UBS Securities LLC and Barclays Capital Inc., as Managing
Underwriters and representatives of the several underwriters (incorporated by reference to Exhibit 7 to Amendment No. 2 to Schedule
13D filed by Star NCLC and Genting HK on December 9, 2013).
8. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Citigroup Global Markets Inc. (incorporated
by reference to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on March 10, 2014).
9. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Feb. 2014 Resale Offering Underwriting Agreement and Citigroup Global Markets Inc. (incorporated by reference
to Exhibit 9 to Amendment No. 4 to Schedule 13D filed by Star NCLC and Genting HK on March 10, 2014).
10. Amendment No. 1 to the Amended and Restated Shareholder’s
Agreement, dated November 19, 2014, by and among Norwegian Cruise Line Holdings Ltd., Genting Hong Kong Limited, Star NCLC Holdings
Ltd., AAA Guarantor Co-Invest VI (B), L.P., AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF
VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas
Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P.,
TPG Viking AIV III, L.P., AIF VI Euro Holdings, L.P., AAA Guarantor – Co-Invest VII, L.P., AIF VII Euro Holdings, L.P., Apollo
Alternative Assets, L.P., Apollo
Management VI, L.P. and Apollo Management VII, L.P. (incorporated
by reference to Exhibit 10.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on November 20, 2014).
11. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and UBS Securities LLC (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on March 9, 2015).
12. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the March 2015 Resale Offering Underwriting Agreement and UBS Securities LLC (incorporated by reference to Exhibit
12 to Amendment No. 6 to Schedule 13D filed by Star NCLC and Genting HK on April 10, 2015).
13. Waiver Letter, dated April 9, 2015, by Genting Hong Kong
Limited and Star NCLC Holdings Ltd. (incorporated by reference to Exhibit 13 to Amendment No. 7 to Schedule 13D filed by Star NCLC
and Genting HK on April 10, 2015).
14. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on May 21, 2015).
15. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the May 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference to
Exhibit 15 to Amendment No. 8 to Schedule 13D filed by Star NCLC and Genting HK on May 26, 2015).
16. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on August 12, 2015).
17. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the August 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 2 to Amendment No. 8 to Schedule 13D of Apollo Funds filed with the Commission on August 18, 2015).
18. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 1.1 to Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on December 16, 2015).
19. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Dec. 2015 Resale Offering Underwriting Agreement and Goldman, Sachs & Co. (incorporated by reference
to Exhibit 19 to Amendment No. 10 to Schedule 13D filed by Star NCLC and Genting HK on December 17, 2015).
20. Form of Underwriting Agreement, by and among Norwegian
Cruise Line Holdings Ltd., the selling stockholders named in Schedule C thereto and
Citigroup
Global Markets Inc., Barclays Capital Inc. and
Goldman, Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to
Form 8-K of Norwegian Cruise Line Holdings Ltd. filed with the Commission on August 14, 2017).
21. Form of Lock-Up Agreement, by and among each person listed
in Exhibit A-1 to the Aug. 2017 Resale Offering Underwriting Agreement and
Citigroup Global
Markets Inc., Barclays Capital Inc. and
Goldman, Sachs & Co. LLC.