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MIAMI, Feb. 23, 2022 (GLOBE NEWSWIRE) — NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE:NCLH) (“NCLH”), announced today that, in connection with its previously announced private offering of $435.0 million aggregate principal amount of its 2.50% exchangeable senior notes due 2027 (the “Exchangeable Notes”), the initial purchasers have notified NCLC of their intent to purchase an additional $38.175 million aggregate principal amount of Exchangeable Notes pursuant to the partial exercise of their option to purchase additional Exchangeable Notes (the “Additional Exchangeable Notes” and together with the Exchangeable Notes, the “Notes”). NCLC will issue a total of $473.175 million aggregate principal amount of Notes, which includes the Additional Exchangeable Notes and the $435.0 million aggregate principal amount of Exchangeable Notes that were issued on February 15, 2022.
The offering of the Additional Exchangeable Notes is expected to close on February 25, 2022, subject to customary closing conditions. NCLC expects to use the net proceeds from the offering of the Additional Exchangeable Notes to make principal payments on debt maturing in the short-term , including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.
The Additional Exchangeable Notes will be, and the other Exchangeable Notes are, general senior unsecured obligations of NCLC and guaranteed by NCLH. Holders may exchange all or a portion of the 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 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 Notes. If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, the 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 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 Additional Exchangeable Notes are being, and the other Exchangeable 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”). The 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…
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