Business Context and Reporting Period
This Form 8-K Current Report from Norwegian Cruise Line Holdings Ltd. covers events occurring on November 28, 2018, and December 3, 2018. The filing details a secondary share offering by certain selling shareholders and the subsequent termination of a Shareholders' Agreement.
Key Financial Metrics and Transaction Details
- Offering Shares: 18,877,089 ordinary shares sold by Selling Shareholders.
- Offering Price: $50.50 per share.
- Company Proceeds: $0. The Company did not sell any shares and received no proceeds from the Offering.
- Share Repurchase: The Company repurchased 1,683,168 shares from the underwriter at the same price paid by the underwriter ($50.50 per share).
- Underwriter: Morgan Stanley & Co. LLC.
- Selling Shareholders: Funds affiliated with Apollo Global Management, LLC and Star NCLC Holdings Ltd.
Material Changes
Following the completion of the Offering on December 3, 2018, the Selling Shareholders ceased to beneficially own any ordinary shares of the Company. Consequently, the Company terminated the Shareholders' Agreement dated January 24, 2013, effective immediately. This termination ended rights regarding voting influence, pro rata participation in new issuances, and registration rights, though certain expense and indemnity provisions survived.
Outlook, Risks, and Management Commentary
The filing does not provide forward-looking guidance, management commentary on operational performance, or specific risk factors beyond the standard representations and warranties contained in the Underwriting Agreement. The transaction was executed pursuant to a prospectus supplement dated November 28, 2018.
Key Facts for Investor Verification
- Verify the exact number of shares repurchased by the Company (1,683,168) and the total cost incurred.
- Confirm that the Selling Shareholders (Apollo Global Management affiliates and Star NCLC Holdings Ltd.) hold zero beneficial ownership post-transaction.
- Review the terminated Shareholders' Agreement to understand the specific voting and registration rights that are no longer in effect.
- Note that the Company received no capital from this transaction; it was a secondary sale by existing shareholders.