UBS SECURITIES LLC
BARCLAYS CAPITAL INC.
As representatives of the several Underwriters
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 10171-0026
August 7, 2013
BY EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Max Webb
Re: | Request for Effectiveness for Norwegian Cruise Line Holdings Ltd. |
Registration Statement on Form S-1 (File No. 333-190258)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), we hereby join in the request of Norwegian Cruise Line Holdings Ltd. (the Company) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Washington, D.C. time, on Thursday, August 8, 2013, or as soon thereafter as possible.
Pursuant to Rule 460 of the Act, we wish to advise you that the distribution of the Companys preliminary prospectus relating to the proposed secondary offering of the Companys ordinary shares commenced on August 7, 2013. Approximately 1,650 copies of the preliminary prospectuses were distributed to prospective underwriters, institutional investors, dealers and others. The preliminary prospectus has been available on the Securities and Exchange Commissions website since August 7, 2013.
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
UBS SECURITIES LLC BARCLAYS CAPITAL INC. as representatives of the several Underwriters | ||||
By: | UBS SECURITIES LLC | |||
By: | /s/ Justin Smolkin | |||
Name: | Justin Smolkin | |||
Title: | Executive Director |
By: | /s/ Rakhee Bhagat | |||
Name: | Rakhee Bhagat | |||
Title: | Director |
By: | BARCLAYS CAPITAL INC. | |||
By: | /s/ Victoria Hale | |||
Name: | Victoria Hale | |||
Title: | Vice President |
[Signature Page to Underwriters Acceleration Request]