NCL Holdings Finds More Cash at Better Rates

Parent company of Norwegian, Oceania and Regent Seven Sea cruise line closes deals on $1bn 5.875% senior secured notes due 2027, $600m 7.75% senior unsecured notes due 2029 and $435m 2.5% exchangeable senior notes due 2027.

NCL Corporation Ltd. announced today that it has closed its previously announced private offerings of $1,000.0 million aggregate principal amount of its 5.875% senior secured notes due 2027 (the “Secured Notes”), $600.0 million aggregate principal amount of its 7.750% senior unsecured notes due 2029 (the “Unsecured Notes” and collectively with the Secured Notes, the “Notes”) and $435.0 million aggregate principal amount of its 2.50% exchangeable senior notes due 2027 (the “Exchangeable Notes”).

The offering of the Notes closed on February 18, 2022 and the offering of the Exchangeable Notes closed on February 15, 2022. NCLC used the net proceeds from the offerings of the Notes and the Exchangeable Notes to redeem all of the outstanding 12.25% Senior Secured Notes due 2024 and 10.250% Senior Secured Notes due 2026 and intends to use the remainder of such proceeds to make principal payments on debt maturing in the short-term, including, in each case, to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.


The Secured Notes and the related guarantees will be secured by first-priority interests in, among other things and subject to certain agreed security principles, three of our vessels. The Secured Notes are guaranteed by our subsidiaries that own the vessels that will secure the Secured Notes.


NCLC has granted the initial purchasers of the Exchangeable Notes an option to purchase, during a 13-day period beginning on, and including, the first day on which the Exchangeable Notes are issued, up to an additional $65.0 million aggregate principal amount of Exchangeable Notes. The Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH. Holders may exchange all or a portion of the Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange of the Exchangeable Notes, NCLC will satisfy its exchange obligation by paying and/or delivering, as the case may be, cash, ordinary shares of NCLH (“ordinary shares”) or a combination of cash and ordinary shares, at NCLC’s election. NCLC will pay any cash required to be paid upon exchange of the Exchangeable Notes. If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, the Exchangeable Notes will convert into Series A Preference Shares of NCLC (“preference shares”), which shall immediately and automatically be exchanged for a number of ordinary shares. The initial exchange rate per $1,000 principal amount of Exchangeable Notes is 28.9765 ordinary shares, which is equivalent to an initial exchange price of approximately $34.51 per ordinary share, subject to adjustment in certain circumstances. The initial exchange price represents a premium of approximately 52.50% above the last reported sale price of the ordinary shares on the New York Stock Exchange on February 10, 2022.


The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Exchangeable Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes, the related guarantees, the Exchangeable Notes, the related guarantee of NCLH, the preference shares and the ordinary shares issuable upon the exchange of preference shares will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

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