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 10, 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
  33126
(Address of principal executive offices)   (Zip Code)

 

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 ¨

 

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. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

On August 10, 2017, Norwegian Cruise Line Holdings Ltd. (the “Company”) issued a press release announcing a secondary public offering (the “Offering”) of its ordinary shares by certain selling shareholders affiliated with Apollo Global Management, LLC, Genting Hong Kong Limited and TPG Global, LLC (together, the “Sponsors”). The press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

 

Upon completion of the Offering, approximately 22.7% of the Company’s ordinary shares will continue to be held by the Sponsors and their respective affiliates.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1   Press Release issued by the Company on August 10, 2017.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 10, 2017 NORWEGIAN CRUISE LINE HOLDINGS LTD.
   
  By: /s/ WENDY A. BECK
    Wendy A. Beck
    Executive Vice President
    and Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
99.1   Press Release issued by the Company on August 10, 2017.