NCL Corp. Announces Upsizing and Pricing of $750M of Exchangeable Notes

5/9/20

MIAMI, May 05, 2020 (GLOBE NEWSWIRE) -- NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH), announced today that it has priced $750 million aggregate principal amount of its 6.00% exchangeable senior notes due 2024, which were offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The aggregate principal amount of Exchangeable Notes to be issued was increased to $750 million from the previously announced $650 million. NCLC has granted the initial purchasers of the Exchangeable Notes an option to purchase, on or before May 20, 2020, up to an additional $112.5 million aggregate principal amount of Exchangeable Notes.

The Exchangeable 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 (“Preference Shares”), which shall be automatically exchangeable into a number of ordinary shares of NCLH. The initial exchange rate per $1,000 principal amount of Exchangeable Notes is 72.7273 ordinary shares of NCLH, which is equivalent to an initial exchange price of approximately $13.75 per ordinary share, subject to adjustment in certain circumstances. The initial exchange price represents a premium of approximately 25.00% to the public offering price in NCLH’s concurrent offering of ordinary shares.

NCLC also priced $675 million aggregate principal amount of its 12.25% senior secured notes due 2024 (the “Secured Notes”), which were offered in a private offering that is exempt from the registration requirements of the Securities Act. The aggregate principal amount of Secured Notes to be issued was increased to $675 million from the previously announced $600 million.

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