Belmond Ltd. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-04-17: Form 8-K; Period of report 2019-04-17; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.02.
- 2019-02-28: Form 8-K; Period of report 2019-02-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-02-14: Form 8-K; Period of report 2019-02-14; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-01-08: Form 8-K; Period of report 2019-01-08; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-04-17 | 8-K | 2019-04-17 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.02 Effective as of April 17, 2019, all amounts outstanding under that certain Amended and Restated Credit Agreement, dated as of July 3, 2017, among the Company, Belmond Interfin Ltd., the lenders from time to time party thereto and Barclays Bank PLC, acting as administrative agent, collateral agent and swingline lender (the “Amended and Restated Credit Agreement”) were repaid, and the Amended and Restated Credit Agreement, including any commitments thereunder, was terminated. 2.01 As described in the Introductory Note, which is incorporated herein by reference, on April 17, 2019, pursuant to the terms and conditions of the Merger Agreement, the Merger was completed. 3.01 On April 17, 2019, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE (i) suspend trading of the Class A Shares on the NYSE prior to the open of trading on April 17, 2019, (ii) withdraw from listing on the NYSE the Class A Shares and the preferred share purchase rights attached thereto (the “Preferred Share Purchase Rights”) and (iii) file with the SEC an application on Form 25 to report that the Class A Shares and the Preferred Share Purchase Rights are no longer listed on the NYSE. 3.03 The information contained in the Introductory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information contained in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.07 The information contained in Item 5.02 of this Current Report on Form 8-K with respect to the special general meeting of shareholders of the Surviving Company is incorporated by reference into this Item 5.07. 8.01 On the Closing Date, the Company and LVMH issued a joint press release announcing the closing of the Merger. | a19-8416_18k.htm |
| 2019-02-28 | 8-K | 2019-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2019, Belmond Ltd. issued a news release setting forth its fourth quarter and full year results for the year ended December 31, 2018. | bel-20190227x8k.htm |
| 2019-02-14 | 8-K | 2019-02-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 14, 2019, Belmond Ltd. (the “Company”) held a special general meeting of shareholders (the “Special General Meeting”) at which holders of Class A common shares, par value $0.01 per share, of the Company and holders of Class B common shares, par value $0.01 per share, of the Company, voting together as a single class, approved the proposal to approve the Agreement and Plan of Merger, dated as of December 13, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, LVMH Moët Hennessy - Louis Vuitton SE, Palladio Overseas Holding Limited, and Fenice Ltd. (“Merger Sub”), including the statutory merger agreement attached thereto, and the merger of Merger Sub with and into the Company contemplated thereby (the “Merger Proposal”). | a19-4743_18k.htm |
| 2019-01-08 | 8-K | 2019-01-08 | 7.01 Regulation FD Disclosure | 7.01 On December 13, 2018, Belmond Ltd., an exempted company incorporated in Bermuda and foreign private issuer (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), with LVMH Moët Hennessy—Louis Vuitton SE, a corporation organized under the laws of France ("LVMH"), Palladio Overseas Holding Limited, a company organized under the laws of England and Wales and an indirect, wholly-owned subsidiary of LVMH ("Holding"), and Fenice Ltd., an exempted company organized under the laws of Bermuda and a wholly-owned subsidiary of Holding ("Merger Sub"), pursuant to which LVMH will acquire the Company by way of a merger of Merger Sub with and into the Company, with the Company being the surviving company in the merger and becoming a subsidiary of Holding (the "Merger"). | a2237473z8-k.htm |