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Norwegian Cruise Line Announces The Pricing If Its $680,000,000 Senior Notes Offering

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Norwegian Cruise Line (NCL Corporation
Ltd., "Norwegian" or the "Company"), a subsidiary of Norwegian Cruise Line
Holdings Ltd. (Nasdaq: NCLH), announced today that it entered into an agreement
to sell $680 million aggregate principal amount of 5.25% senior unsecured
notes due November 2019 (the "Notes") in a private offering (the "Offering")
that is exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The Notes are to be issued at par.

The Company intends to use the net proceeds from the Offering to fund a
portion of the purchase price and related fees and expenses for the previously
announced acquisition of Prestige Cruises International, Inc. ("Prestige") for
$3.025 billion including assumption of debt. Norwegian intends to finance the
remaining portion of the Prestige acquisition, as well as to refinance
Prestige's Oceania and Regent Credit Facilities and satisfy and discharge the
indenture governing Prestige's Regent Senior Secured Notes using $1.05 billion
of borrowings under its New Term Loan A and New Term Loan B facilities (the
"New Term Loans"), available cash and an additional share issuance. The
Offering and the New Term Loans are expected to close concurrently with the
Prestige acquisition.

The Notes are being offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act, and outside the United States, only to
non-U.S. investors pursuant to Regulation S. The Notes 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 registration requirements.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.

 

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