0001104659-13-064656.txt : 20130816 0001104659-13-064656.hdr.sgml : 20130816 20130816170605 ACCESSION NUMBER: 0001104659-13-064656 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130816 DATE AS OF CHANGE: 20130816 GROUP MEMBERS: AAA GUARANTOR CO-INVEST (B), L.P. GROUP MEMBERS: AAA MIP LTD GROUP MEMBERS: AIF VI MANAGEMENT, LLC GROUP MEMBERS: AIF VI NCL (AIV II), L.P. GROUP MEMBERS: AIF VI NCL (AIV III), L.P. GROUP MEMBERS: AIF VI NCL (AIV IV), L.P. GROUP MEMBERS: AIF VI NCL (AIV), L.P. GROUP MEMBERS: APOLLO ADVISORS VI (EH), L.P. GROUP MEMBERS: APOLLO ADVISORS VI (EH-GP), LTD. GROUP MEMBERS: APOLLO ADVISORS VI, L.P. GROUP MEMBERS: APOLLO ALTERNATIVE ASSETS, L.P. GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT VI, LLC. GROUP MEMBERS: APOLLO INTERNATIONAL MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO INTERNATIONAL MANAGEMENT, L.P. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VI, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS VI, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I GP, LLC GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III GP, LTD. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Norwegian Cruise Line Holdings Ltd. CENTRAL INDEX KEY: 0001513761 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980691007 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87191 FILM NUMBER: 131046074 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a13-18815_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 


 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Norwegian Cruise Line Holdings Ltd.

(Name of Issuer)

 

Ordinary Shares, par value $0.001

(Title of Class of Securities)

 

G66721 10 4

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 14, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934  or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA Guarantor Co-Invest (B), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Marshall Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,083,932 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,872,264 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,083,932 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.5%

 

 

14

Type of Reporting Person
PN

 

2



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,828,018 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
7,616,350 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,828,018 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares *   x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.9%

 

 

14

Type of Reporting Person
PN

 

3



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV II), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,912,670 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
7,701,002 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,912,670 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.9%

 

 

14

Type of Reporting Person
PN

 

4



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV III), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,738,668 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
7,527,000 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,738,668 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.8%

 

 

14

Type of Reporting Person
PN

 

5



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI NCL (AIV IV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,726,453 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
7,514,785 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,726,453 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.8%

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
104,624,409 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
8,412,741 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
104,624,409 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
51.3%

 

 

14

Type of Reporting Person
PN

 

7



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Delaware) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
99,691,131 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
3,479,463 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
99,691,131 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
48.9%

 

 

14

Type of Reporting Person
PN

 

8



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Delaware 892) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
104,708,495 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
8,496,827 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
104,708,495 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
51.3%

 

 

14

Type of Reporting Person
PN

 

9



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Overseas Partners (Germany) VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
96,318,236 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
106,568 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
96,318,236 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    x

 

 

13

Percent of Class Represented by Amount in Row (11)
47.2%

 

 

14

Type of Reporting Person
PN

 

10



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AAA MIP Limited

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Guernsey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,083,932 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,872,264 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,083,932 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.5%

 

 

14

Type of Reporting Person
CO

 

11



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Alternative Assets, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,083,932 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,872,264 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,083,932 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.5%

 

 

14

Type of Reporting Person
PN

 

12



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo International Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,083,932 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,872,264 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,083,932 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.5%

 

 

14

Type of Reporting Person
PN

 

13



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo International Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
103,083,932 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
6,872,264 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
103,083,932 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
50.5%

 

 

14

Type of Reporting Person
OO

 

14



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI (EH), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
126,570,805 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
30,359,137 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
126,570,805 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
62.0%

 

 

14

Type of Reporting Person
PN

 

15



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI (EH-GP), Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
126,570,805 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
30,359,137 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
126,570,805 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
62.0%

 

 

14

Type of Reporting Person
OO

 

16



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
126,570,805 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
30,359,137 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
126,570,805 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
62.0%

 

 

14

Type of Reporting Person
PN

 

17



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III GP, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
126,570,805 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
30,359,137 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
126,570,805 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
62.0%

 

 

14

Type of Reporting Person
OO

 

18



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
116,707,267 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
20,495,599 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
116,707,267 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
57.2%

 

 

14

Type of Reporting Person
PN

 

19



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management VI, LLC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
116,707,267 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
20,495,599 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
116,707,267 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
57.2%

 

 

14

Type of Reporting Person
OO

 

20



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
116,707,267 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
20,495,599 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
116,707,267 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
57.2%

 

 

14

Type of Reporting Person
PN

 

21



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
116,707,267 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
20,495,599 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
116,707,267 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
57.2%

 

 

14

Type of Reporting Person
OO

 

22



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
147,066,404 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
50,854,736 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
147,066,404 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
72.1%

 

 

14

Type of Reporting Person
PN

 

23



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
147,066,404 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
50,854,736 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
147,066,404 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
72.1%

 

 

14

Type of Reporting Person
OO

 

24



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
147,066,404 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
50,854,736 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
147,066,404 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*  x

 

 

13

Percent of Class Represented by Amount in Row (11)
72.1%

 

 

14

Type of Reporting Person
PN

 

25



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
147,066,404 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
50,854,736 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
147,066,404 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
72.1%

 

 

14

Type of Reporting Person
OO

 

26



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
153,938,668 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
57,727,000 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
153,938,668 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
75.5%

 

 

14

Type of Reporting Person
PN

 

27



 

CUSIP No.  G66721 10 4

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
153,938,668 shares of Ordinary Shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
57,727,000 shares of Ordinary Shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
153,938,668 shares of Ordinary Shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
75.5%

 

 

14

Type of Reporting Person
OO

 

28



 

This Amendment No. 1 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on February 4, 2013, by (i) AAA Guarantor Co-Invest VI (B), L.P., a Marshall Islands limited partnership (“Co-Invest VI (B)”), (ii) AIF VI NCL (AIV), L.P., an exempted limited partnership registered in the Cayman Islands (“AIF VI NCL”), (iii) AIF VI NCL (AIV II), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV II)”), (iv) AIF VI NCL (AIV III), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV III)”), (v) AIF VI NCL (AIV IV), L.P., an exempted limited partnership registered in the Cayman Islands (“NCL (AIV IV)”), (vi) Apollo Overseas Partners VI, L.P., an exempted limited partnership registered in the Cayman Islands (“Overseas VI”), (vii) Apollo Overseas Partners (Delaware) VI, L.P., a Delaware limited partnership (“Overseas Delaware”), (viii) Apollo Overseas Partners (Delaware 892) VI, L.P., a Delaware limited partnership (“Overseas 892”), (ix) Apollo Overseas Partners (Germany) VI, L.P., an exempted limited partnership registered in the Cayman Islands (“Overseas Germany”), (x) AAA MIP Limited, a limited company incorporated in Guernsey (“AAA MIP”), (xi) Apollo Alternative Assets, L.P., an exempted limited partnership registered in the Cayman Islands (“Alternative Assets”), (xii) Apollo International Management, L.P., a Delaware limited partnership (“Intl Management”), (xiii) Apollo International Management GP, LLC, a Delaware limited liability company (“International GP”), (xiv) Apollo Advisors VI, L.P., a Delaware limited partnership (“Advisors VI”), (xv) Apollo Capital Management VI, LLC, a Delaware limited liability company (“ACM VI”), (xvi) Apollo Principal Holdings I, L.P., a Delaware limited partnership (“Principal I”), (xvii) Apollo Principal Holdings I GP, LLC, a Delaware limited liability company (“Principal I GP”), (xviii) Apollo Advisors VI (EH), L.P., an exempted limited partnership registered in the Cayman Islands (“Advisors VI (EH)”), (xix) Apollo Advisors VI (EH-GP), Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Advisors VI (EH-GP)”), (xx) Apollo Principal Holdings III, L.P., an exempted limited partnership registered in the Cayman Islands (“Principal III”), (xxi) Apollo Principal Holdings III GP, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“Principal III GP”), (xxii) Apollo Management VI, L.P., a Delaware limited partnership (“Management VI”), (xxiii) AIF VI Management, LLC, a Delaware limited liability company (“AIF VI LLC”), (xxiv) Apollo Management, L.P., a Delaware limited partnership (“Apollo Management”), (xxv) Apollo Management GP, LLC, a Delaware limited liability company (“Management GP”), (xxvi) Apollo Management Holdings, L.P., a Delaware limited partnership (“Management Holdings”), and (xxvii) Apollo Management Holdings GP, LLC, a Delaware limited liability company (“Management Holdings GP”), with respect to the ordinary shares, par value $0.001 (the “Ordinary Shares”), of Norwegian Cruise Line Holdings Ltd. (the “Issuer”).  Co-Invest VI (B), AIF VI NCL, NCL (AIV II), NCL (AIV III), NCL (AIV IV), Overseas VI, Overseas Delaware, Overseas 892, Overseas Germany, AAA MIP, Alternative Assets, Intl Management, International GP, Advisors VI, ACM VI, Principal I, Principal I GP, Advisors VI (EH), Advisors VI (EH GP), Principal III, Principal III GP, Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP are referred to herein collectively as the “Reporting Persons”.

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 4, 2013, as amended.

 

Responses to each item of this Amendment No. 1 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.   Security and Issuer

 

Item 2.   Identity and Background

 

Item 3.   Source and Amount of Funds or Other Consideration

 

Item 4.   Purpose of Transaction

 

29



 

Item 5.   Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

On August 14, 2013, the Apollo Funds sold an aggregate of 8,625,000 Ordinary Shares pursuant to an underwritten offering (the “Offering”), as discussed in the Issuer’s registration statement on Form S-1 (File No. 333-190258) filed with the Securities and Exchange Commission on July 30, 2013, and the underwriting agreement dated as of August 8, 2013 (the “Underwriting Agreement”), among the Issuer, the Apollo Funds, the Genting HK Entities and the TPG Entities as selling shareholders, and UBS Securities LLC and Barclays Capital Inc. as the managing underwriters and representatives of the underwriters identified therein.  The Ordinary Shares sold by the Apollo Funds on August 14, 2013 included shares sold upon exercise of the underwriters’ over-allotment option as described in the Underwriting Agreement.  Following the sale of the Ordinary Shares by the Apollo Funds, the Apollo Funds are the record holders of an aggregate of 57,727,000 Ordinary Shares.

 

Pursuant to the Shareholders Agreement, and following the sale of Ordinary Shares by the Genting HK Entities, the TPG Entities and the Apollo Funds pursuant to the Underwriting Agreement, the Apollo Funds may be deemed to beneficially own an aggregate of 153,938,668 Ordinary Shares, which includes the Ordinary Shares held of record by the Apollo Funds and the Ordinary Shares held by the Genting HK Entities and the TPG Entities, respectively, and represents approximately 75.5% of the Issuer’s outstanding Ordinary Shares.  See the Amendments to Schedule 13D filed with the Securities and Exchange Commission by the TPG Entities and by the Genting HK Entities, respectively.

 

The Ordinary Shares reported as beneficially owned by each Reporting Person includes only those shares over which such person may be deemed to have voting or dispositive power.  None of the Apollo Funds has voting or dispositive power over the shares owned of record by any of the other Apollo Funds, and only Management Holdings and Management Holdings GP report beneficial ownership of all of the Ordinary Shares reported as beneficially owned by the Apollo Funds.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(a)  See also the information contained on the cover pages of this Amendment No. 1 to Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 204,014,702 outstanding shares of Ordinary Shares as of July 26, 2013, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2013.

 

(b)           See the information contained on the cover pages of this Amendment No. 1 to Schedule 13D, which is incorporated herein by reference.

 

(c)           There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, other than as described in this Amendment No. 1 to Schedule 13D.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

30



 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

Underwriting Agreement

 

On August 8, 2013, the Issuer, and the Apollo Funds, the Genting HK Entities and the TPG Entities as the selling shareholders, entered into the Underwriting Agreement with UBS Securities LLC and Barclays Capital Inc. as the managing underwriters and representatives of the underwriters identified in the Underwriting Agreement (collectively, the “Underwriters”), with respect to, among other things, the sale by the Apollo Funds of an aggregate of 7,500,000 shares of the Ordinary Shares of the Issuer.  Pursuant to the Underwriting Agreement, the Apollo Funds also granted the Underwriters a 30-day option to purchase up to 1,125,000 additional Ordinary Shares, which the Underwriters exercised on August 9, 2013.  Closing of the sales of all of the Ordinary Shares sold by the Apollo Funds occurred on August 14, 2013.

 

Lock-up Agreement

 

In connection with the Offering, the Apollo Funds agreed pursuant to a lock-up agreement (the “Lock-Up Agreement”) with UBS Securities LLC and Barclays Capital Inc. as managing underwriters and representatives of the Underwriters, that for a period of 60 days after August 8, 2013 (the “Lock-Up Period”), except with the prior written consent of UBS Securities LLC and Barclays Capital Inc., the Apollo Funds would not, among other things and subject to certain exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Ordinary Shares, any other securities of the Issuer that are substantially similar to Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase or subscribe for, the foregoing (collectively, the “Lock-Up Securities”); (ii) enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

 

The Lock-Up Period will be automatically extended if (i) during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, in which case the restrictions imposed by the Lock-Up Agreement will continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, unless UBS Securities LLC and Barclays Capital Inc. waive, in writing, such extension.

 

The summaries of the Underwriting Agreement and the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached to this Amendment No. 1 to Schedule 13D as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by this reference.

 

31



 

Item 7.   Material to Be Filed as Exhibits

 

Exhibit 1:                                           Form of Underwriting Agreement, by and among the Issuer, the Apollo Funds, the Genting HK Entities and the TPG Entities as selling shareholders, and UBS Securities LLC and Barclays Capital Inc. as the managing underwriters and representatives of the Underwriters (incorporated herein by reference to Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-190258) filed with the Securities and Exchange Commission on August 7, 2013).

 

Exhibit 2:                                           Form of Lock-Up Agreement by and among UBS Securities LLC and Barclays Capital Inc., as Managing Underwriters, together with the other Underwriters named in Schedule A to the Underwriting Agreement referred to therein, and the Apollo Funds.

 

32



 

SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  August 16, 2013

 

 

 

AAA GUARANTOR - CO-INVEST VI (B), L.P.

 

 

 

 

By:

AAA MIP Limited

 

 

its general partner

 

 

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

 

its investment manager

 

 

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

 

its managing general partner

 

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

 

Laurie D. Medley

 

 

 

 

 

Vice President

 

 

 

 

AAA MIP LIMITED

 

 

 

 

By:

Apollo Alternative Assets, L.P.

 

 

its investment manager

 

 

 

 

 

By:

Apollo International Management, L.P.

 

 

 

its managing general partner

 

 

 

 

 

 

 

By:

Apollo International Management GP, LLC,

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

33



 

 

APOLLO ALTERNATIVE ASSETS, L.P.

 

 

 

 

By:

Apollo International Management, L.P.

 

 

its managing general partner

 

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO INTERNATIONAL MANAGEMENT, L.P.

 

 

 

 

By:

Apollo International Management GP, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO INTERNATIONAL MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

AIF VI NCL (AIV), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

34



 

 

AIF VI NCL (AIV II), L.P.

 

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

AIF VI NCL (AIV III), L.P.

 

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

AIF VI NCL (AIV IV), L.P.

 

 

 

By:

Apollo Advisors VI (EH), L.P.

 

 

its general partner

 

 

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

 

 

 

 

 

 

APOLLO ADVISORS VI (EH), L.P.

 

 

 

By:

Apollo Advisors VI (EH-GP), Ltd.

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

35



 

 

APOLLO ADVISORS VI (EH-GP), LTD.

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III, L.P.

 

 

 

 

By:

Apollo Principal Holdings III GP, Ltd.

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III GP, LTD.

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

APOLLO OVERSEAS PARTNERS VI, L.P.

 

 

 

 

By:

Apollo Advisors VI, L.P.,

 

 

its managing general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

 

 

 

 

 

 

APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.,

 

 

its general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

36



 

 

APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P.

 

 

 

 

By:

Apollo Advisors VI, L.P.,

 

 

its general partner

 

 

 

 

By:

Apollo Capital Management VI, LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

 

 

 

 

APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.,

 

 

its managing general partner

 

 

 

 

 

By:

Apollo Capital Management VI, LLC,

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

 

 

 

 

 

APOLLO ADVISORS VI, L.P.

 

 

 

 

 

 

By:

Apollo Capital Management VI, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

APOLLO CAPITAL MANAGEMENT VI, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS I, L.P.

 

 

 

By:

Apollo Principal Holdings I GP, LLC,

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

37



 

 

APOLLO PRINCIPAL HOLDINGS I GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT VI, L.P.

 

 

 

 

By:

AIF VI Management, LLC

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

AIF VI MANAGEMENT, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

38



 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

39


EX-2 2 a13-18815_1ex2.htm EX-2

Exhibit 2

 

Form of Lock-Up Agreement

 

, 2013

 

UBS Securities LLC

Barclays Capital Inc.

as Managing Underwriters (the “Representatives”)

Together with the other Underwriters

named in Schedule A to the Underwriting Agreement

referred to herein

 

c/o UBS Securities LLC

299 Park Avenue

New York, New York 10171-0026

 

c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

 

Ladies and Gentlemen:

 

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Norwegian Cruise Line Holdings Ltd., a Bermuda company (“Holdings”), each selling stockholder named therein (the “Selling Stockholders”), and you and the other underwriters named in Schedule A to the Underwriting Agreement, with respect to the public offering (the “Offering”) of ordinary shares, par value $.001 per share, of Holdings (the “Ordinary Shares”).

 

In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 60 days after the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any Ordinary Shares, any other securities of Holdings that are substantially similar to Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase or subscribe for, the foregoing (collectively, the “Lock-Up Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

 

A-1



 

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Lock-Up Securities (i) in connection with the disposition of any Lock-Up Securities acquired, after the completion of the Offering, by the undersigned in open market transactions, provided that no filing or public disclosure, reporting any sale, transfer or other disposition of Lock-Up Securities or any reduction in beneficial ownership of Ordinary Shares, shall be required under the Exchange Act, or shall be voluntarily made, during the Lock-Up Period in connection with any disposition pursuant to this clause (i), (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iv) with the prior written consent of the Representatives, (v) by will or intestate succession, provided that the beneficiary thereof agrees to be bound in writing by the restrictions set forth herein, (vi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (vii) in connection with the forfeiture to Holdings of Ordinary Shares to cover tax withholding obligations upon the vesting of options and other equity based compensation granted to the undersigned pursuant to any employee stock option plan existing upon or prior to the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) ), (viii) as a transfer to Holdings in connection with the exercise of equity awards, in order to pay the exercise price thereof or the full or partial tax withholding obligations in connection therewith, (ix) to Holdings, pursuant to any right or obligation of Holdings to repurchase shares from the undersigned, or (x) if the undersigned is a corporation, partnership, limited liability company or similar entity, to the undersigned’s direct or indirect affiliates (as defined in Rule 12b-2 of the Exchange Act), including, without limitation its direct and indirect stockholders, members and partners and its direct and indirect subsidiaries, or to any investment fund or other entity controlled or managed by, or under the common control or management with, the undersigned; provided that (1) such affiliate, partner, former partner, member, former member, subsidiary, investment fund or other entity controlled or managed by, or under the common control or management with, the undersigned agrees to be bound in writing by the restrictions set forth herein, (2) such transfers are not required to be reported in any public report or filing with the Commission, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers.  For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

 

Notwithstanding anything herein to the contrary, the preceding paragraph shall not apply to the sale of Firm Shares or Additional Shares by any Selling Stockholder to the Underwriters pursuant to the Underwriting Agreement.

 

In addition, except as such as have already been exercised in connection with the Offering prior to the date hereof, the undersigned hereby waives, for the duration of the Lock-Up Period, any and all rights the undersigned may have to (x) require the filing of a registration statement with respect to the registration of Ordinary Shares (y) in connection with the Offering, require registration of Ordinary Shares, or (z) make any demand for, or exercise any right with respect to, any securities convertible into or exercisable or exchangeable for Ordinary Shares, or warrants or other rights to purchase or subscribe for Ordinary Shares or any such securities,  provided that, notwithstanding anything to the contrary herein, nothing contained herein or otherwise shall restrict the undersigned’s right and ability to (x) exchange its Management NCL Corporation Units for Ordinary Shares or (y) exercise options to acquire Ordinary Shares.

 

A-2



 

Notwithstanding anything to the contrary herein, the foregoing restrictions shall not apply to any transactions effected pursuant to a trading plan entered into by the undersigned that complies with Rule 10b5-1 under the Exchange Act for the sale or other disposition of Ordinary Shares, provided that such plan does not permit the transfer of any Ordinary Shares during the Lock-Up Period and entry into such plan does not require, under the Securities Act of 1933, as amended, or the Exchange Act, any filing (including, without limitation, any Form 144) to be made, and no such filing or other public disclosure of such plan is made, during the Lock-Up Period.

 

If (i) Holdings issues an earnings release or material news, or a material event relating to Holdings occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, Holdings announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.  The undersigned hereby acknowledges that Holdings has agreed in the Underwriting Agreement that one of them will provide prior written notice of any event that would result in an extension of the Lock-Up Period and agrees that any such notice properly delivered will be deemed to have given to, and received by, the undersigned.

 

The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings to facilitate the sale or resale of Ordinary Shares.

 

The undersigned hereby authorizes Holdings and its transfer agent, during the Lock-Up Period, to decline a transfer of or to note stop transfer restrictions on the share register and other records relating to Ordinary Shares or other securities subject to this Lock-Up Agreement of which the undersigned is the record holder (to the extent any such transfer is in contravention of this Lock-Up Agreement); and, with respect to Ordinary Shares or other securities subject to this Lock-Up Agreement of which the undersigned is the beneficial owner but not the record holder, the undersigned hereby agrees to cause such record holder to authorize Holdings and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the share register and other records relating to such shares or other securities (to the extent any such transfer is in contravention of this Lock-Up Agreement).

 

A-3



 

If (i) the Selling Stockholders notify you in writing that they do not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn, (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement) or (iv) the Underwriting Agreement has not been executed by the date that is thirty (30) days after the date hereof, this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

 

 

 

Yours very truly,

 

 

 

 

 

 

 

Name:

 

A-4