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 (See Instructions)
(a)
x
(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)
3.0%
|
||
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 (See Instructions)
(a)
x
(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)
1.2%
|
||
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 (See Instructions)
(a)
x
(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)
1.2%
|
||
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 (See Instructions)
(a)
x
(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)
4.2%
|
||
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 (See Instructions)
(a)
x
(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)
4.2%
|
||
14
|
Type
of Reporting Person (See Instructions)
IN
|
Item 1.
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Security
and the Issuer
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This
Amendment No. 11 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. haw,” and together with
Valence, Oculus, DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”) on February 13,
2008, with the Securities 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, and by
Amendment No. 10 to the Schedule 13D filed on January 14, 2009 (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 5.
|
Interest
in Securities of the Issuer
|
|
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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||
(a),
(b) The percentages used herein are based upon the 76,834,500 shares of
Class A Shares (the “Common Shares”) reported to be outstanding upon the
May 4, 2009 closing of the Issuer’s offering of Common Shares (as
disclosed by the Issuer in its prospectus supplement filed with the
Securities and Exchange Commission on April 29, 2009 and the press release
attached to its Form 8-K filed with the Securities and Exchange Commission
on May 7, 2009). The 2,273,300 Common Shares beneficially owned
by Valence (the “Valence Shares”) represent approximately 3.0% of the
Common Shares issued and outstanding. The 945,344 Common Shares
beneficially owned by Oculus (the “Oculus Shares”) represent approximately
1.2% of the Common Shares issued and outstanding. The 945,378
Common Shares beneficially owned by DESCO LLC (the “DESCO LLC Shares”)
represent approximately 1.2% 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 4.2% 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.
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’ 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.
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||
|
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.
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The
Reporting Persons include the following information with respect to CR
Intrinsic Investments, CR Intrinsic Investors LLC (“CR Intrinsic
Investors”), and Steven A. Cohen (“Steven A. Cohen” and, together with CR
Intrinsic Investors and CR Intrinsic Investments, collectively, the “CR
Intrinsic Reporting Persons”). Any disclosures made herein with
respect to persons or entities other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate
party:
As
a result of the Letter Agreement described in Item 4, the Reporting
Persons and the CR Intrinsic Reporting Persons may be deemed to constitute
a “group” within the meaning of Rule 13d-5(b) under the
Act. Pursuant to such Rule, a group is deemed to beneficially
own all of the Common Shares beneficially owned by all members of the
group as a whole. The Reporting Persons have been informed
that, as of the close of business on May 6, 2009, the CR Intrinsic
Reporting Persons beneficially owned an aggregate of 2,835,000 Common
Shares, representing approximately 3.7% of Common Shares
outstanding. The percentages used herein are based upon
76,834,500 Common Shares reported to be outstanding upon the May 4, 2009
closing of the Issuer’s offering of Common Shares (as disclosed by the
Issuer in its prospectus supplement filed with the Securities and Exchange
Commission on April 29, 2009 and the press release attached to its Form
8-K filed with the Securities and Exchange Commission on May 7,
2009). The CR Intrinsic Reporting Persons have reported their
beneficial ownership on a separate Schedule 13D. Accordingly,
as of the close of business on May 6, 2009, the group may be deemed to
beneficially own an aggregate of 6,053,678 Common Shares, representing
approximately 7.9% of the class. Each of the Reporting Persons
expressly disclaims beneficial ownership of securities held by the CR
Intrinsic Reporting Persons, its affiliates and any other person or entity
other than 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.
|
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.
|
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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.
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|
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
|
Name:
Rochelle Elias
|
|
Title:
Chief Compliance
Officer
|
D.
E. SHAW & CO., L.P.
|
|
By:
|
/s/
Rochelle Elias
|
Name:
Rochelle Elias
|
|
Title:
Chief Compliance
Officer
|
DAVID
E. SHAW
|
|
By:
|
/s/
Rochelle Elias
|
Name:
Rochelle Elias
|
|
Title:
Attorney-in-Fact for David E.
Shaw
|