Current Report Filing (8-k)
August 30 2017 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): August 30, 2017
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact name of
Registrant as specified in its charter)
Bermuda
(State of Incorporation)
001-35784
(Commission File
Number)
98-0691007
(I.R.S. Employer
Identification No.)
7665 Corporate Center Drive
Miami,
Florida
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33126
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(Address of principal executive offices)
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(Zip Code)
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(305) 436-4000
(Registrant’s
telephone number, including area code)
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01 Other Events.
On August 30, 2017, NCL Corporation
Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Lines Holdings Ltd., delivered a conditional notice of redemption (the
“Conditional Redemption Notice”) to the holders of its 4.625% Senior Notes due 2020 (the “Notes”).
The Conditional Redemption Notice provides for NCLC’s redemption, pursuant to the terms of the indenture governing the Notes
(the “Indenture”), of all $600.0 million aggregate principal amount of the Notes on September 29, 2017 (the “Redemption
Date”) subject to the Redemption Condition (as defined below). If the Redemption Condition is satisfied, the redemption
price will be equal to 100.000% of the principal amount of the Notes to be redeemed plus the Applicable Premium (as defined in
the Indenture) as of the Redemption Date plus accrued and unpaid interest on the Notes so redeemed to, but excluding, the Redemption
Date. As of the date of the Conditional Redemption Notice, the redemption price equals $1,043.95 per $1,000 of outstanding principal
amount of Notes so redeemed, provided that such actual amount shall be recalculated prior to the Redemption Date pursuant to the
terms of the Indenture and may differ from the amount calculated as of the date of the Conditional Redemption Notice. The redemption
of the Notes is conditioned upon the completion by NCLC, on or prior to the Redemption Date, of a debt financing transaction
on terms and subject to conditions satisfactory to NCLC (the “Redemption Condition”). If the Redemption
Condition is satisfied, no Notes will remain outstanding following the Redemption Date. In NCLC’s discretion, the Redemption
Date may be delayed until such time as the Redemption Condition shall be satisfied. In NCLC’s discretion, if the Redemption
Condition is not satisfied on or prior to the Redemption Date (or by the Redemption Date as so delayed), the Conditional Redemption
Notice may be rescinded and shall be of no effect.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2017
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NORWEGIAN CRUISE LINE HOLDINGS LTD.
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By:
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/s/ Wendy A. Beck
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Wendy A. Beck
Executive Vice President
and Chief Financial Officer
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