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NCLH > SEC Filings for NCLH > Form 8-K on 10-Mar-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Stateme

Item 1.01 Entry into a Material Definitive Agreement.

On March 4, 2014, Norwegian Cruise Line Holdings Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, certain funds affiliated with Apollo Global Management, LLC, Star NCLC Holdings Ltd. (the "Selling Shareholders") and Citigroup Global Markets Inc., as sole underwriter, pursuant to which the Selling Shareholders agreed to sell 15,000,000 of the Company's ordinary shares, par value $0.001 per share (the "Offering Shares"), to the Underwriter at a price of $32.97 per share (the "Offering"). The Offering is expected to close on March 10, 2014, subject to the satisfaction of customary closing conditions. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated March 4, 2014, to the prospectus, included in the Company's automatic shelf registration statement on Form S-3 (File No. 333-194311), which became effective upon filing with the Securities and Exchange Commission (the "Commission") on March 4, 2014.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Shareholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.       Description

1.1               Underwriting Agreement, dated March 4, 2014, by and among
                  Norwegian Cruise Line Holdings Ltd., Citigroup Global Markets
                  Inc., as sole underwriter, and the Selling Shareholders.

5.1               Opinion of Cox Hallett Wilkinson Limited.

23.1              Consent of Cox Hallett Wilkinson Limited (included in exhibit

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