Norwegian Cruise Line Holdings Ltd. and NCL Corporation Ltd. to exchange…

Norwegian Cruise Line Holdings Ltd. and its subsidiary, NCL Corporation Ltd., have recently made an announcement regarding a significant refinancing transaction involving exchangeable notes. On the part of NCLC, they have entered into specifically negotiated agreements with certain existing holders of their 5.375% Exchangeable Senior Notes due in 2025, which will result in the exchange of a substantial aggregate principal amount of the 2025 Notes. This exchange is structured so that the Holders will receive newly issued 0.875% Exchangeable Senior Notes due in 2030, alongside a cash payment amounting to $51,624,820 plus accrued and unpaid interest on the 2025 Notes to be exchanged. The Cash Payment will be funded by the proceeds from the concurrent Equity Offering.

Concurrently, there will be a registered direct offering of approximately 2,708,533 ordinary shares to the Holders at a specified price per share. The Company intends to use the funds obtained from the Equity Offering to fulfill the Cash Payment associated with the Exchange. The closing of these various transactions is anticipated to take place around April 7, 2025, pending the fulfillment of usual closing conditions. Following the completion of the Exchange, a remaining aggregate principal amount of approximately $164,565,000 of the 2025 Notes is set to be outstanding.

The Exchangeable Notes due in 2030 will constitute general senior unsecured obligations of NCL Corporation Ltd. and will be underwritten by the Company. Holders of these notes have the flexibility to exchange the 2030 Notes at their discretion, subject to certain conditions and time frames. NCLC has committed to meeting its exchange obligations by either providing cash or issuing ordinary shares, depending on the extent of the exchange.

In connection with the Equity Offering, Barclays Capital Inc. has been appointed as the exclusive placement agent. The offering will be conducted under an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission on November 8, 2023. A prospectus supplement and the accompanying prospectus will be furnished to eligible participants and made available through the SEC’s website.

The 2030 Notes are being issued via a private placement mechanism under a specific exemption from registration. As a result, both the 2030 Notes and the corresponding ordinary shares are not registered under the Securities Act or any other jurisdiction’s securities laws. Therefore, restrictions apply to the sale or offer of these securities in the United States without proper registration or exemption compliance.

In conclusion, Norwegian Cruise Line Holdings Ltd. continues to assert its market presence as a notable global cruise company, operating renowned brands such as Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. With strategic plans to increase its fleet size in the coming years, Norwegian Cruise Line Holdings Ltd. maintains an optimistic outlook on its future growth and development strategies.