0000899243-20-014443.txt : 20200528 0000899243-20-014443.hdr.sgml : 20200528 20200528182745 ACCESSION NUMBER: 0000899243-20-014443 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200528 FILED AS OF DATE: 20200528 DATE AS OF CHANGE: 20200528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LC9 Skipper, L.P. CENTRAL INDEX KEY: 0001812567 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 20923081 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036294901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LC9 Managers Ltd. CENTRAL INDEX KEY: 0001812525 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 20923082 BUSINESS ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036294901 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dahnke Scott Arnold CENTRAL INDEX KEY: 0001545446 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 20923083 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chu James Michael CENTRAL INDEX KEY: 0001544498 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35784 FILM NUMBER: 20923084 MAIL ADDRESS: STREET 1: 599 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Norwegian Cruise Line Holdings Ltd. CENTRAL INDEX KEY: 0001513761 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980691007 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-436-4000 MAIL ADDRESS: STREET 1: 7665 CORPORATE DRIVE CITY: MIAMI STATE: FL ZIP: 33126 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-05-28 0 0001513761 Norwegian Cruise Line Holdings Ltd. NCLH 0001812567 LC9 Skipper, L.P. 599 WEST PUTNAM AVENUE, SUITE 200 GREENWICH CT 06830 0 0 1 0 0001812525 LC9 Managers Ltd. 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001545446 Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001544498 Chu James Michael 599 WEST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Ordinary Shares 62000 I By Scott Dahnke Exchangeable Senior Notes due 2026 12.10 2020-05-28 Ordinary Shares 33057840 D Represents shares of the issuer held personally by Scott A. Dahnke. LC9 Skipper ("Skipper"), L.P., LC9 Managers Ltd. and J. Michael Chu expressly disclaim beneficial ownership of such securities. The Exchangeable Senior Notes (the "Notes") issued by NCL Corporation Ltd., a wholly-owned subsidiary of Norwegian Cruise Line Holding Ltd. ("Holdings"), mature on June 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. This is the number of shares of ordinary shares ("Ordinary Shares") of Holdings issuable upon exchange of the Notes as of the date of this filing and is based on the initial exchange rate of 82.6446 Ordinary Shares per $1,000 principal amount exchanged. The number of Ordinary Shares issuable upon exchange is subject to increase based on anti-dilution adjustments set forth in the terms of the Notes. The number of Ordinary Shares issuable upon exchange also will increase on each semiannual interest payment date (June 1 and December 1), with no action or election by Skipper or of Holdings, at a rate of 7.0% per annum for the first year and 4.5% per annum for the following four years. Skipper directly holds the Notes. LC9 Managers Ltd. is the general partner of Skipper. Scott A. Dahnke and J. Michael Chu are members of the managing board of LC9 Managers Ltd. By virtue of these relationships, LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu may be deemed to share voting and dispositive power with respect to the Ordinary Shares issuable upon exchange of the Notes. LC9 Managers Ltd., Scott A. Dahnke and J. Michael Chu expressly disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Exhibits: Power of Attorney LC9 Skipper, L.P., By: LC9 Managers Ltd., /s/ Scott Dahnke, Name: Scott Dahnke, Title: Director 2020-05-28 LC9 Managers Ltd., /s/ Scott Dahnke, Name: Scott Dahnke, Title: Director 2020-05-28 /s/ Scott Dahnke, Name: Scott Dahnke 2020-05-28 /s/ Michael Chu, Name: Michael Chu 2020-05-28 EX-24 2 attachment1.htm EX-24 DOCUMENT
                               Power of Attorney

    Know all by these presents that the undersigned hereby constitutes and
appoints each of David McPherson and Daniel Reid as the undersigned's true and
lawful attorneys-in-fact to:

   (1) prepare, execute in the undersigned's name and on the undersigned's
       behalf, and submit to the U.S. Securities and Exchange Commission (the
       "SEC") a Form ID, including amendments thereto, and any other documents
       necessary or appropriate to obtain codes, passwords, and passphrases
       enabling the undersigned to make electronic filings with the SEC of
       reports required by the Securities Exchange Act of 1934 or any rule or
       regulation of the SEC;

   (2) execute for and on behalf of the undersigned Forms 3, 4, and 5 in
       accordance with Section 16(a) of the Securities Exchange Act of 1934 and
       the rules thereunder and Schedules 13D and 13G in accordance with Section
       13 of the Securities Exchange Act of 1934 and the rules thereunder;

   (3) do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to complete and execute any such Form
       3, 4, or 5 or Schedules 13D or 13G, complete and execute any amendment or
       amendments thereto, and timely file such form with the SEC and any
       securities exchange or similar authority; and

   (4) take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-in-
       fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
each attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is LC9 Skipper, L.P. (the
"Company") assuming, any of the undersigned's responsibilities to comply with
Sections 13 and 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D
and 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11 day of May, 2020.

                        LC9 Skipper, L.P.


                        By: /s/ Scott Dahnke
                            ----------------
                        Name: Scott Dahnke
                        Title: Director

                               Power of Attorney

    Know all by these presents that the undersigned hereby constitutes and
appoints each of David McPherson and Daniel Reid as the undersigned's true and
lawful attorneys-in-fact to:

   (1) prepare, execute in the undersigned's name and on the undersigned's
       behalf, and submit to the U.S. Securities and Exchange Commission (the
       "SEC") a Form ID, including amendments thereto, and any other documents
       necessary or appropriate to obtain codes, passwords, and passphrases
       enabling the undersigned to make electronic filings with the SEC of
       reports required by the Securities Exchange Act of 1934 or any rule or
       regulation of the SEC;

   (2) execute for and on behalf of the undersigned Forms 3, 4, and 5 in
       accordance with Section 16(a) of the Securities Exchange Act of 1934 and
       the rules thereunder and Schedules 13D and 13G in accordance with Section
       13 of the Securities Exchange Act of 1934 and the rules thereunder;

   (3) do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to complete and execute any such Form
       3, 4, or 5 or Schedules 13D or 13G, complete and execute any amendment or
       amendments thereto, and timely file such form with the SEC and any
       securities exchange or similar authority; and

   (4) take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-in-
       fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
each attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is LC9 Managers Ltd. (the
"Company") assuming, any of the undersigned's responsibilities to comply with
Sections 13 and 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D
and 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11 day of May, 2020.

                        LC9 Managers Ltd.


                        By: /s/ Scott Dahnke
                            ----------------
                        Name: Scott Dahnke
                        Title: Director