UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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On July 14, 2020, the Board of Directors (the "Board") of Norwegian Cruise Line Holdings Ltd. ("NCLH") appointed Mr. Scott A. Dahnke as a member of Class III of the Board. The Board has determined that Mr. Dahnke qualifies as an independent director pursuant to the listing rules of the New York Stock Exchange.
The Board also appointed Mr. Dahnke to the Technology, Environmental, Safety and Security ("TESS") Committee of the Board. Following such appointment, the members of the TESS Committee are Ms. Mary Landry, Chairperson, Ms. Stella David, Ms. Pamela Thomas-Graham and Mr. Scott Dahnke.
Pursuant to NCLH's Directors' Compensation Policy, Mr. Dahnke is entitled to the following compensation: (i) an annual cash retainer of $100,000, payable in four equal quarterly installments and (ii) $10,000 for each Board or committee meeting located outside of his country of residence and attended in-person. Mr. Dahnke has waived the annual restricted share unit award he would otherwise be entitled to under the Directors' Compensation Policy.
The Board appointed Mr. Dahnke to the Board pursuant to the terms of an Investor Rights Agreement, by and among NCLH, NCL Corporation Ltd. ("NCLC") and LC9 Skipper, L.P. (the "Investor"), an affiliate of L Catterton, dated May 28, 2020 (the "Investor Rights Agreement"). The Investor Rights Agreement provides that until the first date on which the Investor no longer beneficially owns in the aggregate at least 50% of the number of NCLH's ordinary shares, par value $0.001 per share, issuable upon exchange of NCLC's exchangeable senior notes due 2026 (the "Notes") beneficially owned by the Investor in the aggregate as of May 28, 2020 (subject to certain adjustments), the Investor is entitled to nominate one person (the "Investor Nominee") for election at each general meeting of NCLH at which the class of directors that the initial Investor Nominee shall be designated is up for election, to designate such Investor Nominee to be appointed to a committee of the Board and to designate one person to be a non-voting observer to the Board and any committee of the Board.
As previously disclosed, on May 5, 2020, NCLH and NCLC entered into an investment agreement with the Investor (the "Investment Agreement"), relating to the issuance and sale of $400 million in aggregate principal amount of NCLC's Notes. The Notes were issued pursuant to the terms of an Indenture, dated May 28, 2020, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee (the "Indenture"). Mr. Dahnke is the Global co-Chief Executive Officer of L Catterton.
The material terms of the Investment Agreement are described in further detail under Item 1.01 in a Form 8-K filed with the Securities and Exchange Commission on May 11, 2020 and the material terms of the Investor Rights Agreement and the Indenture are described in further detail under Item 1.01 in a Form 8-K filed with the Securities and Exchange Commission on May 28, 2020, which disclosures are incorporated herein by reference.
On July 14, 2020, NCLH issued a press release regarding the appointment of Mr. Dahnke to the Board. 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.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press release, dated July 14, 2020. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
Date: July 14, 2020 | By: | /s/ Daniel S. Farkas |
Daniel S. Farkas | ||
Executive Vice President, General Counsel and Assistant Secretary | ||