|
CUSIP
No. G67743107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Valence Portfolios, L.L.C.
FEIN
13-4046559
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
|
||
|
(See
Instructions)
|
(b)
o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
WC
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
||
|
8
|
Shared
Voting Power
2,273,300
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
2,273,300
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,273,300
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
2.5%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP
No. G67743107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw Oculus Portfolios, L.L.C.
FEIN
20-0805088
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
|
||
|
(See
Instructions)
|
(b)
o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
WC
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
||
|
8
|
Shared
Voting Power
945,344
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
945,344
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
945,344
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP
No. G67743107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.L.C.
FEIN
13-3799946
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
|
||
|
(See
Instructions)
|
(b)
o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
||
|
8
|
Shared
Voting Power
945,378
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
945,378
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
945,378
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
1.0%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
|||
|
CUSIP
No. G67743107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
D.
E. Shaw & Co., L.P.
FEIN
13-3695715
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
|
||
|
(See
Instructions)
|
(b)
o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
||
|
8
|
Shared
Voting Power
3,218,678
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
3,218,678
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,218,678
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.5%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
|||
|
CUSIP
No. G67743107
|
||||
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
David
E. Shaw
|
|||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
o
|
||
|
(See
Instructions)
|
(b)
o
|
|||
|
3
|
SEC
Use Only
|
|||
|
4
|
Source
of Funds (See Instructions)
AF
|
|||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||
|
6
|
Citizenship
or Place of Organization
United
States
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
||
|
8
|
Shared
Voting Power
3,218,678
|
|||
|
9
|
Sole
Dispositive Power
-0-
|
|||
|
10
|
Shared
Dispositive Power
3,218,678
|
|||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,218,678
|
|||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
3.5%
|
|||
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
|||
|
Item 1.
|
Security
and the Issuer
|
|
This
Amendment No. 13 to Schedule 13D (this “Amendment”)
amends and supplements the statement on Schedule 13D filed by D. E.
Shaw Valence Portfolios, L.L.C., a Delaware limited liability company
(“Valence”), D.
E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company
(“Oculus”), D. E.
Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D.
E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and
David E. Shaw, a citizen of the United States of America (“David E. Shaw,”
and together with Valence, Oculus, DESCO LLC, and DESCO LP, collectively,
the “Reporting
Persons”) on February 13, 2008, with the Securities and
Exchange Commission (the “SEC”) and
amended by Amendment No. 1 to the Schedule 13D filed on
May 27, 2008, by Amendment No. 2 to the Schedule 13D filed
on June 3, 2008, by Amendment No. 3 to the Schedule 13D filed on
August 4, 2008, by Amendment No. 4 to the Schedule 13D
filed on August 25, 2008, by Amendment No. 5 to the Schedule 13D filed on
September 25, 2008, by Amendment No. 6 to the Schedule 13D filed on
October 3, 2008, by Amendment No. 7 to the Schedule 13D filed on October
7, 2008, by Amendment No. 8 to the Schedule 13D filed on October
15, 2008, by Amendment No. 9 to the Schedule 13D filed on November 24,
2008, by Amendment No. 10 to the Schedule 13D filed on January 14, 2009,
by Amendment No. 11 to the Schedule 13D filed on May 7, 2009, and by
Amendment No. 12 to the Schedule 13D filed on January 21,
2010 (as amended, the “Schedule 13D”),
relating to the shares of Class A Common Stock, $0.01 par value per
share (the “Class A
Shares”), of Orient-Express Hotels Ltd. (the “Issuer”). The
principal executive offices of the Issuer are located at 22 Victoria
Street, P.O. Box HM 1179, Hamilton HMEX, Bermuda. Capitalized
terms used herein which are not defined herein have the meanings given to
such terms in the Schedule 13D. Except as otherwise
provided herein, all Items of the Schedule 13D remain
unchanged.
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Item
4.
|
Purpose
of Transaction
|
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|
Item
4 of the Schedule 13D is hereby amended and supplemented, with effect from
the date of this Amendment, as follows:
On
June 1, 2010, the Commercial Court of the Supreme Court of Bermuda (the
“Court”) issued a decision in favor of the Issuer, OEH1, and members of
the Board of the Issuer with regard to the Petition. Valence
and Oculus continue to evaluate their options with respect to an appeal of
the Court’s decision.
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|
Valence,
Oculus, and CR Intrinsic Investments terminated the Letter Agreement on
June 1, 2010, including immediately terminating any provisions with
respect to the Common Shares. As a result of the termination of
the Letter Agreement, the Reporting Persons do not consider (a) CR
Intrinsic Investments, CR Intrinsic Investors LLC, and/or Steven A. Cohen
and (b) the Reporting Persons to constitute a “group” within the meaning
of Rule 13d-5(b) under the Act. For the avoidance of
doubt, to the
extent the Court awards fees and costs, Valence, Oculus, and CR Intrinsic
Investments intend to apportion such fees and costs among
themselves.
Valence
and Oculus plan to sell Common Shares opportunistically based on, among
other things, the availability and price of Common Shares and other
general market and investment conditions, but Valence and Oculus reserve
the right to acquire Common Shares.
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that any Reporting
Persons will take any such actions.
|
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|
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|
Item 5.
|
Interest
in Securities of the Issuer
|
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|
|
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|
Paragraphs
(a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated
in their entirety, with effect from the date of this Amendment, as
follows:
|
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|
|
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|
(a),
(b) The percentages used herein are based upon the 90,797,225 Class A
Shares (the “Common Shares”) reported to be outstanding as of May 3, 2010,
in the Issuer’s Form 10-Q, filed with the SEC on May 7,
2010. The 2,273,300 Common Shares beneficially owned by Valence
(the “Valence Shares”) represent approximately 2.5% of the Common Shares
issued and outstanding. The 945,344 Common Shares beneficially
owned by Oculus (the “Oculus Shares”) represent approximately 1.0% of the
Common Shares issued and outstanding. The 945,378 Common Shares
beneficially owned by DESCO LLC (the “DESCO LLC Shares”) represent
approximately 1.0% of the Common Shares issued and
outstanding. The DESCO LLC Shares are comprised of (i) the
Oculus Shares and (ii) 34 Common Shares (the “Synoptic Shares”) directly
held by D. E. Shaw Synoptic Portfolios 2, L.L.C
(“Synoptic”). The 3,218,678 Common Shares beneficially owned by
DESCO LP (the “DESCO LP Shares”) represent approximately 3.5% of the
Common Shares issued and outstanding. The DESCO LP Shares are
comprised of (i) the Valence Shares, (ii) the Oculus Shares, and (iii) the
Synoptic
Shares.
|
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|
Valence
has the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) the Valence Shares. Oculus has
the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the Oculus Shares. Valence disclaims
beneficial ownership of the Oculus Shares and the Synoptic Shares, and
Oculus disclaims beneficial ownership of the Valence Shares and the
Synoptic Shares.
DESCO
LP, as managing member and investment adviser of Valence and investment
adviser of Oculus and Synoptic, may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the Valence Shares, the Oculus Shares, and the Synoptic
Shares. DESCO LLC, as Oculus’s and Synoptic’s managing member,
may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the Oculus
Shares and the Synoptic Shares. As managing member of DESCO
LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to
direct the vote of (and the shared power to dispose or direct the
disposition of) the Oculus Shares and the Synoptic Shares. As
general partner of DESCO LP, DESCO Inc. may be deemed to have the shared
power to vote or to direct the vote of (and the shared power to dispose or
direct the disposition of) the Valence Shares, the Oculus Shares, and the
Synoptic Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or
DESCO II, Inc., owns any Common Shares directly, and each such entity
disclaims beneficial ownership of the Valence Shares, the Oculus Shares,
and the Synoptic Shares.
David
E. Shaw does not own any shares directly. By virtue of David E.
Shaw’s position as President and sole shareholder of DESCO Inc., which is
the general partner of DESCO LP, which in turn is the managing member and
investment adviser of Valence, and the investment adviser of Oculus and
Synoptic, and by virtue of David E. Shaw’s position as President and sole
shareholder of DESCO II, Inc., which is the managing member of DESCO LLC,
which in turn is the managing member of Oculus and Synoptic, David E. Shaw
may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the Valence
Shares, the Oculus Shares, and the Synoptic Shares. David E.
Shaw disclaims beneficial ownership of the Valence Shares, the Oculus
Shares, and the Synoptic Shares.
|
|
|
As
of the date hereof, neither any Reporting Person nor, to the best
knowledge of any Reporting Person, any of the persons set forth in Item 2
of the Schedule 13D, owns any Common Shares other than those set forth in
this Item 5.
Paragraph
(e) of Item 5 of the Schedule 13D is hereby amended and restated in its
entirety, with effect from the date of this Amendment, as
follows:
(e)
The Reporting Persons ceased to be the beneficial owners of five percent
or more of the outstanding Common Shares as of June 1, 2010, as a result
of the matters described in Item 4.
|
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|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
Item
6 of the Schedule 13D is hereby amended and restated in its entirety, with
effect from the date of this Amendment, as follows:
|
|
|
As
described in Item 4, on June 1, 2010, Valence, Oculus, and CR Intrinsic
Investments terminated the Letter Agreement.
Except
for the matters described herein, neither the Reporting Persons nor, to
the best knowledge of any Reporting Person, any of the persons listed in
Item 2 has any contract, arrangement, understanding, or relationship with
any person with respect to any securities of the Issuer.
|
|
Item 7.
|
Material
to be Filed as Exhibits
|
|
Exhibit 1
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co.,
Inc., in favor of the signatories hereto, among others, dated
October 24, 2007.
|
|
Exhibit 2
|
Power
of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II,
Inc., in favor of the signatories hereto, among others, dated
October 24, 2007.
|
|
D.
E. SHAW VALENCE PORTFOLIOS, L.L.C.
|
|||
|
By:
|
/s/
Rochelle Elias
|
||
|
Rochelle
Elias
Authorized
Signatory
|
|||
|
D.
E. SHAW OCULUS PORTFOLIOS, L.L.C.
|
|||
|
By:
|
/s/
Rochelle Elias
|
||
|
Rochelle
Elias
Authorized
Signatory
|
|||
|
D.
E. SHAW & CO., L.L.C.
|
|||
|
By:
|
/s/
Rochelle Elias
|
||
|
Rochelle
Elias
Authorized
Signatory
|
|||
|
D.
E. SHAW & CO., L.P.
|
|||
|
By:
|
/s/
Rochelle Elias
|
||
|
Rochelle
Elias
Chief
Compliance Officer
|
|||
|
DAVID
E. SHAW
|
|||
|
By:
|
/s/
Rochelle Elias
|
||
|
Rochelle
Elias
|
|||
|
Attorney-in-Fact
for David E. Shaw
|
|||