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) October 6, 2014
Seven Seas Cruises S. DE R.L.
(Exact Name of Registrant as Specified in Its Charter)
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Republic of Panama
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333-178244
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75-3262685
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8300 NW 33rd Street, Suite 100
Miami, FL 33122
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (305) 514-2300
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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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 8.01 Other Events
On October 6, 2014, Prestige Cruises International, Inc. (“Prestige”), a corporation organized under the Laws of the Republic of Panama and the indirect parent of Seven Seas Cruises S. de R.L. (the “Company”), entered into Amendment No. 1 to that certain Agreement and Plan of Merger, dated September 2, 2014 (the “Merger Agreement”) with Norwegian Cruise Line Holdings Ltd., an exempted company incorporated in Bermuda (“Norwegian”), Portland Merger Sub, Inc., a corporation organized under the Laws of the Republic of Panama and a wholly owned, indirect subsidiary of Norwegian (the “Merger Sub”), and Apollo Management, L.P. (the “Amendment”). The Amendment clarifies the method for allocating among the Prestige securityholders the total merger consideration payable by Norwegian pursuant to the Merger Agreement.
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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.
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SEVEN SEAS CRUISES S. DE R.L.
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Date: October 7, 2014
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By:
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/s/ Jason M. Montague
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Jason M. Montague, Executive Vice President and
Chief Financial Officer
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