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

MIAMI, July 30, 2020 (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 $400 million aggregate principal amount of its 5.375% exchangeable senior notes due 2025 (the “Exchangeable Notes”), the initial purchasers have notified NCLC of their intent to purchase an additional $50 million aggregate principal amount of Exchangeable Notes pursuant to the partial exercise of their option to purchase additional Exchangeable Notes (the “Option Notes”). NCLC will issue a total of $450 million aggregate principal amount of Exchangeable Notes, which includes the Option Notes and the $400 million aggregate principal amount of Exchangeable Notes that were issued on July 21, 2020.

The Option Notes will be, and the other Exchangeable Notes are, 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 53.3333 ordinary shares of NCLH, which is equivalent to an initial exchange price of approximately $18.75 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 offering of ordinary shares, which closed on July 21, 2020.

The offering of the Option Notes is expected to close on July 31, 2020, subject to customary closing conditions. NCLC expects to use the net proceeds from the offering for general corporate purposes.

The Option 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 Exchangeable Notes, the Preference Shares and the ordinary shares of NCLH 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 exemption from the registration requirements of the Securities Act and applicable state laws.