NCL Corporation Ltd. Announces Partial Exercise of Greenshoe Option for Exchangeable Notes

MIAMI, July 30, 2020 (GLOBE NEWSWIRE) — NCL Company Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (“NCLH”), introduced at the moment that, in reference to its beforehand introduced non-public providing of $400 million mixture principal quantity of its 5.375% exchangeable senior notes due 2025 (the “Exchangeable Notes”), the preliminary purchasers have notified NCLC of their intent to buy a further $50 million mixture principal quantity of Exchangeable Notes pursuant to the partial train of their choice to buy further Exchangeable Notes (the “Choice Notes”). NCLC will subject a complete of $450 million mixture principal quantity of Exchangeable Notes, which incorporates the Choice Notes and the $400 million mixture principal quantity of Exchangeable Notes that had been issued on July 21, 2020.

The Choice Notes will probably be, and the opposite Exchangeable Notes are, normal senior unsecured obligations of NCLC, assured by NCLH, and will probably be convertible on the holder’s possibility at any time previous to the shut of enterprise on the enterprise day instantly previous the maturity date into Collection A Desire Shares of NCLC (“Desire Shares”), which shall be robotically exchangeable into a variety of peculiar shares of NCLH.  The preliminary change charge per $1,000 principal quantity of Exchangeable Notes is 53.3333 peculiar shares of NCLH, which is equal to an preliminary change value of roughly $18.75 per peculiar share, topic to adjustment in sure circumstances. The preliminary change value represents a premium of roughly 25.00% to the general public providing value in NCLH’s providing of peculiar shares, which closed on July 21, 2020.

The providing of the Choice Notes is predicted to shut on July 31, 2020, topic to customary closing situations. NCLC expects to make use of the web proceeds from the providing for normal company functions.

The Choice Notes are being, and the opposite Exchangeable Notes had been, provided solely to individuals fairly believed to be certified institutional patrons in reliance on Rule 144A underneath the Securities Act of 1933, as amended (the “Securities Act”). The Exchangeable Notes, the Desire Shares and the peculiar shares of NCLH issuable upon the change of Desire Shares is not going to be registered underneath the Securities Act or the securities legal guidelines of every other jurisdiction and is probably not provided or bought in the US absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

This press launch shall not represent a suggestion to promote or a solicitation of a suggestion to purchase any safety and shall not represent a suggestion, solicitation or sale in any jurisdiction through which such supply, solicitation or sale could be illegal. This press launch is being issued pursuant to and in accordance with Rule 135c underneath the Securities Act.

Cautionary Assertion Regarding Ahead-Trying Statements

A few of the statements, estimates or projections contained on this press launch are “forward-looking statements” inside the that means of the U.S. federal securities legal guidelines meant to qualify for the secure harbor from legal responsibility established by the Personal Securities Litigation Reform Act of 1995. All statements apart from statements of historic info contained on this press launch, together with, with out limitation, these relating to our enterprise technique, monetary place, outcomes of operations, plans, prospects, actions taken or methods being thought-about with respect to our liquidity place, valuation and value determinations of our property and targets of administration for future operations (together with these relating to anticipated fleet additions, our voluntary suspension, our capacity to climate the impacts of the COVID-19 pandemic, operational place, demand for voyages, financing alternatives and extensions, and future value mitigation and money conservation efforts and efforts to scale back working bills and capital expenditures) are forward-looking statements. Many, however not all, of those statements could be discovered by searching for phrases like “anticipate,” “anticipate,” “aim,” “mission,” “plan,” “consider,” “search,” “will,” “might,” “forecast,” “estimate,” “intend,” “future” and related phrases. Ahead-looking statements don’t assure future efficiency and will contain dangers, uncertainties and different elements which might trigger our precise outcomes, efficiency or achievements to vary materially from the long run outcomes, efficiency or achievements expressed or implied in these forward-looking statements. Examples of those dangers, uncertainties and different elements embody, however should not restricted to, the affect of:

  • the unfold of epidemics, pandemics and viral outbreaks and particularly, the COVID-19 outbreak, together with its impact on the flexibility or need of individuals to journey (together with on cruises), that are anticipated to proceed to adversely affect our outcomes, operations, outlook, plans, targets, development, status, money flows, liquidity, demand for voyages and share value;
  • our capacity to develop methods to reinforce our well being and security protocols to adapt to the present pandemic surroundings’s distinctive challenges as soon as operations resume and to in any other case safely resume our operations when situations enable;
  • coordination and cooperation with the Facilities for Illness Management and Prevention, the federal authorities and international public well being authorities to take precautions to guard the well being, security and safety of company, crew and the communities visited and the implementation of any such precautions;
  • the accuracy of any value determinations of our property because of the affect of COVID-19 or in any other case;
  • our success in decreasing working bills and capital expenditures and the affect of any such reductions;
  • our company’ election to take money refunds in lieu of future cruise credit or the continuation of any traits referring to such election;
  • traits in, or adjustments to, future bookings and our capacity to take future reservations and obtain deposits associated thereto;
  • the unavailability of ports of name;
  • future will increase within the value of, or main adjustments or discount in, industrial airline providers;
  • our capacity to work with lenders and others or in any other case pursue choices to defer or refinance our current debt profile, near-term debt amortization, newbuild associated funds and different obligations and to work with bank card processors to fulfill present or potential future calls for for collateral on money superior from clients referring to future cruises;
  • hostile occasions impacting the safety of journey, corresponding to terrorist acts, armed battle and threats thereof, acts of piracy, and different worldwide occasions;
  • hostile incidents involving cruise ships;
  • hostile normal financial and associated elements, corresponding to fluctuating or rising ranges of unemployment, underemployment and the volatility of gasoline costs, declines within the securities and actual property markets, and perceptions of those situations that lower the extent of disposable earnings of shoppers or shopper confidence;
  • our potential future want for added financing, which is probably not out there on favorable phrases, or in any respect, and could also be dilutive to current shareholders;
  • any additional impairment of our logos, commerce names or goodwill;
  • breaches in information safety or different disturbances to our info expertise and different networks or our precise or perceived failure to adjust to necessities relating to information privateness and safety;
  • adjustments in gasoline costs and the kind of gasoline we’re permitted to make use of and/or different cruise working prices;
  • mechanical malfunctions and repairs, delays in our shipbuilding program, upkeep and refurbishments and the consolidation of certified shipyard amenities;
  • the dangers and elevated prices related to working internationally;
  • fluctuations in international foreign money change charges;
  • overcapacity in key markets or globally;
  • our growth into and investments in new markets;
  • our incapacity to acquire enough insurance coverage protection;
  • our indebtedness and restrictions within the agreements governing our indebtedness that require us to keep up minimal ranges of liquidity and in any other case restrict our flexibility in working our enterprise, together with the numerous portion of property which might be collateral underneath these agreements;
  • pending or threatened litigation, investigations and enforcement actions;
  • volatility and disruptions within the international credit score and monetary markets, which can adversely have an effect on our capacity to borrow and will improve our counterparty credit score dangers, together with these underneath our credit score amenities, derivatives, contingent obligations, insurance coverage contracts and new ship progress cost ensures;
  • our incapacity to recruit or retain certified personnel or the lack of key personnel or worker relations points;
  • our reliance on third events to supply lodge administration providers for sure ships and sure different providers;
  • our incapacity to maintain tempo with developments in expertise;
  • adjustments involving the tax and environmental regulatory regimes through which we function; and
  • different elements set forth underneath “Danger Elements” in our Annual Report on Kind 10-Okay for the yr ended December 31, 2019 and our Quarterly Report on Kind 10-Q for the three months ended March 31, 2020.

Moreover, many of those dangers and uncertainties are at present amplified by and can proceed to be amplified by, or sooner or later could also be amplified by, the COVID-19 outbreak. It isn’t attainable to foretell or determine all such dangers. There could also be further dangers that we contemplate immaterial or that are unknown.

The above examples should not exhaustive and new dangers emerge every now and then. Such forward-looking statements are based mostly on our present beliefs, assumptions, expectations, estimates and projections relating to our current and future enterprise methods and the surroundings through which we anticipate to function sooner or later. These forward-looking statements communicate solely as of the date made.

We expressly disclaim any obligation or enterprise to launch publicly any updates or revisions to any forward-looking assertion to replicate any change in our expectations with regard thereto or any change of occasions, situations or circumstances on which any such assertion was based mostly, besides as required by legislation.

Investor Relations & Media Contact

Andrea DeMarco(305) 468-2339
[email protected]

Jessica John(786) 913-2902

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Supply: Norwegian Cruise Line Holdings Ltd.

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