NCL Corp (NCLC), a subsidiary of Norwegian Cruise Line Holdings (NCLH), is proposing to sell $675 mill aggregate principal amount of its senior secured notes due 2026 in a private offering that is exempt from the registration requirements of the US Securities Act of 1933.
The secured notes and certain of the related guarantees will be secured by a first-priority interest in, among other things and subject to certain agreed security principles, one of the vessels.
NCLC is also seeking to sell $250 mill aggregate principal amount of its exchangeable senior notes, due 2025 also in a private offering that is exempt from the registration requirements of the Securities Act.
The company said that it intended to grant 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 they are issued, up to an additional $37.5 mill total principal amount of exchangeable notes.
These notes will be general senior unsecured obligations of NCLC, guaranteed by NCLH, and will be convertible at the holder’s option at any time prior to the close of business on the business day immediately preceding the maturity date into series A preference shares of NCLC, which shall be automatically exchangeable into a number of ordinary shares of NCLH.
NCLC expects to use the net proceeds from the offerings to repay its $675 mill senior secured revolving credit facility and to pay any related transaction fees and expenses, with the remainder of the net proceeds to be used for general corporate purposes.
