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 17, 2005
ORIENT-EXPRESS HOTELS LTD.
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(Exact name of registrant as specified in its charter)
Bermuda
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(State or other jurisdiction of incorporation)
001-16017 98-0223493
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(Commission file number) (I.R.S. Employer
Identification No.
22 Victoria Street
Hamilton HM 12, Bermuda
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(Address of principal executive offices) (Zip Code)
441-295-2244
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(Registrant's telephone number, including area code)
Not Applicable
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(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.):
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On November 17, 2005, the Registrant entered into an Underwriting Agreement
with Sea Containers Ltd., a Bermuda company ("Sea Containers"), as selling
shareholder, and Citigroup Global Markets Inc., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and Scotia Capital (USA) Inc., as
underwriters (the "Underwriting Agreement"). The Underwriting Agreement relates
to the sale by Sea Containers of up to 9,903,300 shares (the "Shares") of the
class A common shares, par value $.01 each, of the Registrant (the "Class A
Shares") in an underwritten public offering pursuant to a post-effective
amendment to the Registrant's Registration Statement on Form S-3, Registration
No. 333-102576 (the "Registration Statement"). The Shares include up to
1,291,735 Class A Shares to cover over-allotments. Sea Containers will bear all
the costs, expenses and fees incident to the offer and sale of the Class A
Shares.
The public offering price per Share will be $32.00 and the underwriting
discount per Share will be $1.52. The Registrant will not receive any of the
proceeds from this sale of the Shares.
The Registrant and Sea Containers have agreed that until February 15, 2006,
subject to extension, they will not, without the prior written consent of
Citigroup, sell or otherwise dispose of any Class A Shares or class B common
shares of the Registrant, and James B. Sherwood and Simon M.C. Sherwood, the
co-chief executive officers of the Registrant, have agreed that until January
16, 2006, subject to extension, they will not, without the prior written consent
of Citigroup, sell or otherwise dispose of any Class A Shares or Class B Shares
of the Registrant.
The Registrant and Sea Containers have agreed to indemnify the underwriters
and each person, if any, who controls the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the underwriters may be required to make in respect
of those liabilities.
The underwriters expect to deliver the Shares to the purchasers on or about
November 23, 2005.
The underwriters and their affiliates have performed, and may in the future
perform, commercial and investment banking and advisory services for the
Registrant and Sea Containers from time to time, for which they received, and
may in the future receive, customary fees and expenses. For instance, in March
2005, Citigroup and Merrill Lynch acted as underwriters in a primary and
secondary public offering of 9,550,000 Class A Shares of the Registrant. In
November 2003, Merrill Lynch acted as the representative of the underwriters in
a primary public offering of 3,450,000 Class A Shares of the Registrant, and in
November 2002, it acted as co-underwriter in a secondary public offering by Sea
Containers of 3,100,000 Class A Shares of the Registrant. Also, an affiliate of
Citigroup is acting as agent and is also a lender to Sea Containers under a $120
million revolving loan facility, which Sea Containers plans to repay with the
proceeds of the sale of the Shares. Additionally, an affiliate of Scotia Capital
is a lender to Sea Containers under a $85 million revolving loan facility.
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Until the initial public offering of the Registrant's Class A Shares in
August 2000, the Registrant was a wholly-owned subsidiary of Sea Containers. In
November 2002, the Registrant ceased to be a consolidated subsidiary of Sea
Containers and since then has been accounted for in Sea Containers' financial
statements using the equity method of accounting.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
The exhibit listed below relates to the Registration Statement and is filed
herewith for incorporation by reference in the Registration Statement:
Exhibit Number Description of Exhibit
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1 Underwriting Agreement dated November 17, 2005,
among Orient-Express Hotels Ltd., Sea Containers Ltd.,
Citigroup Global Markets Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Scotia Capital (USA) Inc.
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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 thereunto duly authorized.
ORIENT-EXPRESS HOTELS LTD.
Date: November 21, 2005 By: /s/ Edwin S. Hetherington
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Edwin S. Hetherington
Secretary
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