Attached files

file filename
EX-1.1 - EX-1.1 - Belmond Ltd.a10-20767_2ex1d1.htm
EX-5.1 - EX-5.1 - Belmond Ltd.a10-20767_2ex5d1.htm
EX-1.2 - EX-1.2 - Belmond Ltd.a10-20767_2ex1d2.htm
EX-99.1 - EX-99.1 - Belmond Ltd.a10-20767_2ex99d1.htm

 

 

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 (earliest event reported): November 9, 2010

 

ORIENT-EXPRESS HOTELS LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

(State or other jurisdiction of incorporation)

 

001-16017

 

98-0223493

(Commission file number)

 

(I.R.S. Employer

 

 

Identification No.)

 

22 Victoria Street

Hamilton HM 12, Bermuda

(Address of principal executive offices)    (Zip Code)

 

441-295-2244

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 (see General Instruction A.2.):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 1.01

Entry into a Material Definitive Agreement.

 

1.                                       Underwriting Agreement

 

On November 9, 2010, the Company entered into an Underwriting Agreement with Deutsche Bank Securities Inc. and Barclays Capital Inc., as representatives of several underwriters (the “Underwriters”), relating to the offering, issuance and sale by the Company of up to an aggregate of 10,000,000 of the Company’s class A common shares, par value $.01 each (the “Class A Shares”) in an underwritten public offering at a price of $10.75 per share.  The Underwriters were granted a 30-day option to purchase up to an additional 1,500,000 Class A Shares to cover over-allotments, if any. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Report on Form 8-K and is incorporated herein by reference.

 

Each Class A Share includes a right (a “Right”) to purchase, under certain circumstances, one one-hundredth of a Series A junior participating preferred share of the Company, subject to adjustment.  The Rights are provided for in a Rights Agreement dated as of June 1, 2000, between the Company and Computershare Trust Company N.A. (successor to Fleet National Bank), as rights agent, amended and restated as of April 12, 2007 and amended on December 10, 2007 and May 27, 2010.

 

The Company estimates the net offering proceeds to the Company, after deducting underwriting discounts and commission and other estimated offering expenses payable by the Company, to be approximately $102.1 million or approximately $117.4 million if the Underwriters’ over-allotment option is exercised in full. The transaction is expected to close on November 15, 2010, subject to the satisfaction of customary closing conditions.

 

The shares are being offered and sold pursuant to a preliminary prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission on November 8, 2010 in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-165092).

 

The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement itself. The legal opinion and consent of Appleby relating to the Class A Shares is filed as Exhibit 5.1 to this Report and incorporated herein by reference.

 

The Underwriters or their affiliates have either provided investment banking and/or commercial banking services to us and our affiliates in the past or may do so in the future for which they receive customary fees and commissions. Affiliates of Barclays Capital Inc. are lenders under our credit facilities and may receive a share of the net proceeds from this offering to the extent any net proceeds are used to repay borrowings under the credit facilities.

 

2.                                       Letter Agreement

 

Because after the share offering contemplated in the Underwriting Agreement, the total number of Class A Shares

 

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outstanding and reserved for future issuance would exceed the number of Class A Shares authorized for issuance by 6,759,478 Class A Shares, our wholly-owned subsidiary Orient-Express Holdings 1 Ltd. (“Holdings”) as owner of all 18,044,478 outstanding class B common shares has agreed in a letter agreement with the Company to waive temporarily its right to convert 6,759,478 of its class B common shares into an equal number of Class A Shares until the Company’s shareholders have approved an increase in the number of Class A Shares authorized for issuance from 120,000,000 to an amount at least equal to all outstanding and reserved Class A Shares.  The Company intends to seek shareholder approval of an increase in authorized Class A Shares at the Annual General Meeting of shareholders in 2011.

 

A copy of the letter agreement is filed as Exhibit 1.2 to this Report on Form 8-K and is incorporated herein by reference.  The foregoing summary of the terms of the letter agreement is only a brief description of certain terms therein, and is qualified in its entirety by reference to the letter agreement itself.

 

ITEM 8.01

Other Events.

 

On November 9, 2010, the Company issued a press release announcing the pricing of the offering of the Class A Shares in an underwritten public offering pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1 to this Report and is incorporated herein by reference.

 

ITEM 9.01

Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

Exhibit
Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated November 9, 2010, among the Company and Deutsche Bank Securities Inc. and Barclays Capital Inc., as representatives of several underwriters.

1.2

 

Letter Agreement, dated November 9, 2010, between the Company and Orient-Express Holdings 1 Ltd.

5.1

 

Opinion of Appleby.

23.1

 

Consent of Appleby (included in Exhibit 5.1).

99.1

 

Press Release dated November 9, 2010.

 

3



 

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 thereunto duly authorized.

 

 

ORIENT-EXPRESS HOTELS LTD.

 

 

 

 

 

Date: November 9, 2010

By:

/s/ Edwin S. Hetherington

 

 

Edwin S. Hetherington

 

 

Vice President, General Counsel and Secretary

 

4



 

EXHIBIT INDEX

 

Exhibit Number

 

Description of Exhibit

 

 

 

1.1

 

Underwriting Agreement, dated November 9, 2010, among the Company and Deutsche Bank Securities Inc. and Barclays Capital Inc., as representatives of several underwriters.

1.2

 

Letter Agreement, dated November 9, 2010, between the Company and Orient-Express Holdings 1 Ltd.

5.1

 

Opinion of Appleby.

23.1

 

Consent of Appleby (included in Exhibit 5.1).

99.1

 

Press Release dated November 9, 2010.

 

5