Current Report Filing (8-k)
September 27 2017 - 4:33PM
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): September 27, 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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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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 September 27, 2017, NCL Corporation Ltd. (“NCLC”),
a subsidiary of Norwegian Cruise Line Holdings Ltd., delivered a supplemental conditional notice of redemption (the “Supplemental
Conditional Redemption Notice”) to the holders of its 4.625% Senior Notes due 2020 (the “Notes”), which
supplements the conditional notice of redemption delivered on August 30, 2017. The Supplemental Conditional Redemption Notice notifies
the holders of the Notes that the redemption date of the Notes shall be delayed from September 29, 2017 to October 10, 2017 (the
“New Redemption Date”).
The Supplemental Conditional Redemption Notice continues
to provide 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 the New 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 New Redemption Date plus accrued and unpaid interest on the Notes so redeemed
to, but excluding, the New Redemption Date. As of the date of the Supplemental Conditional Redemption Notice, the redemption
price equals $1,044.42 per $1,000 of outstanding principal amount of Notes so redeemed, provided that such actual amount
shall be recalculated prior to the New Redemption Date pursuant to the terms of the Indenture and may differ from the amount
calculated as of the date of the Supplemental Conditional Redemption Notice. The redemption of the Notes remains
conditioned upon the completion by NCLC, on or prior to the New 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 New Redemption Date. In NCLC’s discretion, the
New 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 New Redemption Date (or by the New Redemption
Date as so delayed), the Conditional Redemption Notice and Supplemental Conditional Redemption Notice may be rescinded
and shall be of no effect.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 27, 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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