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): March 7, 2016
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-35784 | 98-0691007 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 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)) | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
On March 7, 2016, Mr. Kevin Crowe and Mr. Karl Peterson each notified Norwegian Cruise Line Holdings Ltd. (the “Company”) that they were resigning from the Board of Directors (the “Board”) of the Company, effective immediately. The resignations did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board intends to reduce the size of the Board from eleven to nine members by eliminating the vacant seats created by the resignations.
Item 7.01. Regulation FD Disclosure.
On March 11, 2016, the Company issued a press release regarding the resignations. A copy of the press release is furnished as Exhibit 99.1 to this report.
Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 11, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
| Date: March 11, 2016 | By: | /s/ Daniel S. Farkas |
| Name: Daniel S. Farkas | ||
| Title: Senior Vice President, General Counsel and Assistant Secretary | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 11, 2016. |
EXHIBIT 99.1
Norwegian Cruise Line Holdings Announces Resignation of Two Members of Board of Directors
Departure of Karl Peterson and Kevin Crowe Enhances Independence of Company’s Board
MIAMI, March 11, 2016 (GLOBE NEWSWIRE) -- Norwegian Cruise Line Holdings Ltd. (Nasdaq:NCLH) (together with NCL Corporation Ltd., “Norwegian Cruise Line Holdings”, “Norwegian” or the “Company”) today announced the resignation of two members of the Company’s Board of Directors (the “Board”).
Mr. Karl Peterson, senior partner of TPG and managing partner of TPG's European operations, and Mr. Kevin Crowe, partner in Apollo Global Management’s private equity division, resigned from the Company’s Board effective March 7, 2016. With the departures of Mr. Peterson and Mr. Crowe, the Board is eliminating the vacant seats created by the resignations to reduce its size from eleven to nine members, thereby enhancing its independence.
“During Karl and Kevin’s tenure on Norwegian Cruise Line Holdings’ Board of Directors, the company achieved several key milestones, including the launch of its most innovative new ships and the successful acquisition and integration of the Prestige Cruise Holdings brands into the NCLH portfolio,” said Walter L. Revell, chairman of the Board. “We thank them both for their strong leadership and significant business guidance during their time on the board.”
About Norwegian Cruise Line Holdings Ltd.
Norwegian Cruise Line Holdings Ltd. (Nasdaq:NCLH) is a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.
With a combined fleet of 22 ships with approximately 45,000 berths, these brands offer itineraries to more than 510 destinations worldwide. The Company will introduce five additional ships through 2019.
Norwegian Cruise Line is an innovator in cruise travel with a history of breaking the boundaries of traditional cruising, most notably with the introduction of "Freestyle Cruising," which revolutionized the industry by giving guests more freedom and flexibility. Norwegian Cruise Line offers The Haven by Norwegian, a luxury enclave with suites, private pools and dining, concierge service and personal butlers. Oceania Cruises offers immersive destination experiences with destination-rich itineraries spanning the globe and the finest cuisine at sea. Regent Seven Seas Cruises is an all-inclusive cruise line which provides all-suite accommodations, round-trip air, highly personalized service, acclaimed cuisine, fine wines and spirits, Wi-Fi, sightseeing excursions in every port and other amenities included in the cruise fare.
Investor Relations Contact
Andrea DeMarco
(305) 468-2463
InvestorRelations@ncl.com
Media Contacts
Jason Lasecki
(305) 514-3912
Vanessa Picariello
(305) 436-4713
PublicRelations@ncl.com