NCL Corporation Ltd. Announces Pricing of $2,035,000,000 of Senior Secured Notes, Senior Unsecured Notes and Exchangeable Notes
10 Fevereiro 2022 - 11:10PM
NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise
Line Holdings Ltd. (NYSE: NCLH) (“NCLH”), announced today that it
has priced $1,000.0 million aggregate principal amount of its
5.875% senior secured notes due 2027 (the “Secured Notes”), $600.0
million aggregate principal amount of its 7.750% senior unsecured
notes due 2029 (the “Unsecured Notes” and collectively with the
Secured Notes, the “Notes”) and $435.0 million aggregate principal
amount of its 2.50% exchangeable senior notes due 2027 (the
“Exchangeable Notes”), each of which were offered in private
offerings that are exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”).
The offering of the Notes is expected to close
on February 18, 2022 and the offering of the Exchangeable Notes is
expected to close on February 15, 2022, in each case subject to
customary closing conditions. NCLC intends to use the net proceeds
from the offerings of the Notes and the Exchangeable Notes to
redeem all of the outstanding 12.25% Secured Notes and 10.250%
Secured Notes (each as defined below) and to make principal
payments on debt maturing in the short-term, including, in each
case, to pay any accrued and unpaid interest thereon, as well as
related premiums, fees and expenses.
The Secured Notes and the related guarantees
will be secured by first-priority interests in, among other things
and subject to certain agreed security principles, three of our
vessels. The Secured Notes will be guaranteed by our subsidiaries
that own the property that will secure the Secured Notes.
NCLC has granted 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 the
Exchangeable Notes are issued, up to an additional $65.0 million
aggregate principal amount of Exchangeable Notes. The Exchangeable
Notes will be general senior unsecured obligations of NCLC and
guaranteed by NCLH. Holders may exchange all or a portion of the
Exchangeable Notes at the holder’s option (i) at any time prior to
the close of business on the business day immediately preceding
August 15, 2026, subject to the satisfaction of certain conditions
and during certain periods, and (ii) on or after August 15, 2026
until the close of business on the business day immediately
preceding the maturity date, regardless of whether such conditions
have been met. Upon exchange of the Exchangeable Notes, NCLC will
satisfy its exchange obligation by paying and/or delivering, as the
case may be, cash, ordinary shares of NCLH (“ordinary shares”) or a
combination of cash and ordinary shares, at NCLC’s election. NCLC
will pay any cash required to be paid upon exchange of the
Exchangeable Notes. If NCLC elects to satisfy its exchange
obligation solely in ordinary shares or in a combination of
ordinary shares and cash, the Exchangeable Notes will convert into
Series A Preference Shares of NCLC (“preference shares”), which
shall immediately and automatically be exchanged for a number of
ordinary shares. The initial exchange rate per $1,000 principal
amount of Exchangeable Notes is 28.9765 ordinary shares, which is
equivalent to an initial exchange price of approximately $34.51 per
ordinary share, subject to adjustment in certain circumstances. The
initial exchange price represents a premium of approximately 52.50%
above the last reported sale price of the ordinary shares on the
New York Stock Exchange on February 10, 2022.
The Notes are being offered only to persons
reasonably believed to be 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 Exchangeable Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act. The Notes, the related guarantees,
the Exchangeable Notes, the related guarantee of NCLH, the
preference shares and the ordinary shares 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.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful. This
press release also shall not constitute an offer to purchase or
notice of redemption with respect to the 12.25% Senior Secured
Notes due 2024 (the “12.25% Secured Notes”) or the 10.250% Senior
Secured Notes due 2026 (the “10.250% Secured Notes”). This press
release is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
Cautionary Statement Concerning
Forward-Looking Statements
Some of the statements, estimates or projections
contained in this press release are “forward-looking statements”
within the meaning of the U.S. federal securities laws intended to
qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts contained in this press
release, including, without limitation, those regarding our
business strategy, financial position, results of operations,
plans, prospects, actions taken or strategies being considered with
respect to our liquidity position, valuation and appraisals of our
assets and objectives of management for future operations
(including those regarding expected fleet additions, our ability to
weather the impacts of the COVID-19 pandemic, our expectations
regarding the resumption of cruise voyages and the timing for such
resumption of cruise voyages, the implementation of and
effectiveness of our health and safety protocols, operational
position, demand for voyages, plans or goals for our sustainability
program and decarbonization efforts, our expectations for future
cash flows and profitability, financing opportunities and
extensions, and future cost mitigation and cash conservation
efforts and efforts to reduce operating expenses and capital
expenditures) are forward-looking statements. Many, but not all, of
these statements can be found by looking for words like “expect,”
“anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,”
“may,” “forecast,” “estimate,” “intend,” “future” and similar
words. Forward-looking statements do not guarantee future
performance and may involve risks, uncertainties and other factors
which could cause our actual results, performance or achievements
to differ materially from the future results, performance or
achievements expressed or implied in those forward-looking
statements. Examples of these risks, uncertainties and other
factors include, but are not limited to the impact of:
- the spread of
epidemics, pandemics and viral outbreaks and specifically, the
COVID-19 pandemic, including its effect on the ability or desire of
people to travel (including on cruises), which is expected to
continue to adversely impact our results, operations, outlook,
plans, goals, growth, reputation, cash flows, liquidity, demand for
voyages and share price;
- implementing
precautions in coordination with regulators and global public
health authorities to protect the health, safety and security of
guests, crew and the communities we visit and to comply with
regulatory restrictions related to the pandemic and the
implementation of any such precautions;
- legislation
prohibiting companies from verifying vaccination status;
- our
indebtedness and restrictions in the agreements governing our
indebtedness that require us to maintain minimum levels of
liquidity and be in compliance with maintenance covenants and
otherwise limit our flexibility in operating our business,
including the significant portion of assets that are collateral
under these agreements;
- our ability to
work with lenders and others or otherwise pursue options to defer,
renegotiate, refinance or restructure our existing debt profile,
near-term debt amortization, newbuild related payments and other
obligations and to work with credit card processors to satisfy
current or potential future demands for collateral on cash advanced
from customers relating to future cruises;
- our need for
additional financing or financing to optimize our balance sheet,
which may not be available on favorable terms, or at all, and our
outstanding exchangeable notes and any future financing which may
be dilutive to existing shareholders;
- the
unavailability of ports of call;
- future
increases in the price of, or major changes or reduction in,
commercial airline services;
- changes
involving the tax and environmental regulatory regimes in which we
operate, including new regulations aimed at reducing greenhouse gas
emissions;
- the accuracy of
any appraisals of our assets as a result of the impact of the
COVID-19 pandemic or otherwise;
- our success in
controlling operating expenses and capital expenditures;
- trends in, or
changes to, future bookings and our ability to take future
reservations and receive deposits related thereto;
- adverse events
impacting the security of travel, such as terrorist acts, armed
conflict and threats thereof, acts of piracy, and other
international events;
- adverse
incidents involving cruise ships;
- adverse general
economic and related factors, such as fluctuating or increasing
levels of unemployment, underemployment and the volatility of fuel
prices, declines in the securities and real estate markets, and
perceptions of these conditions that decrease the level of
disposable income of consumers or consumer confidence;
- breaches in
data security or other disturbances to our information technology
and other networks or our actual or perceived failure to comply
with requirements regarding data privacy and protection;
- changes in fuel
prices and the type of fuel we are permitted to use and/or other
cruise operating costs;
- mechanical
malfunctions and repairs, delays in our shipbuilding program,
maintenance and refurbishments and the consolidation of qualified
shipyard facilities;
- the risks and
increased costs associated with operating internationally;
- our inability
to recruit or retain qualified personnel or the loss of key
personnel or employee relations issues;
- our inability
to obtain adequate insurance coverage;
- pending or
threatened litigation, investigations and enforcement actions;
- any further
impairment of our trademarks, trade names or goodwill;
- volatility and
disruptions in the global credit and financial markets, which may
adversely affect our ability to borrow and could increase our
counterparty credit risks, including those under our credit
facilities, derivatives, contingent obligations, insurance
contracts and new ship progress payment guarantees;
- our reliance on
third parties to provide hotel management services for certain
ships and certain other services;
- fluctuations in
foreign currency exchange rates;
- our expansion
into new markets and investments in new markets and land-based
destination projects;
- overcapacity in
key markets or globally; and
- other factors
set forth under the section entitled “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2020 and
our Quarterly Reports on Form 10-Q for the periods ended March 31,
2021, June 30, 2021 and September 30, 2021.
Additionally, many of these risks and
uncertainties are currently amplified by and will continue to be
amplified by, or in the future may be amplified by, the COVID-19
pandemic. It is not possible to predict or identify all such risks.
There may be additional risks that we consider immaterial or which
are unknown.
In addition, some of our executive officers and
directors have not sold their shares in NCLH since the beginning of
the COVID-19 pandemic as a gesture of support for our company as
they navigated us through unprecedented challenges. Now that we
have resumed operations, we anticipate that our executive officers
and directors may sell shares under Rule 10b5-1 plans beginning in
the first quarter of 2022 as part of their ordinary course
financial planning.
The above examples are not exhaustive and new
risks emerge from time to time. Such forward-looking statements are
based on our current beliefs, assumptions, expectations, estimates
and projections regarding our present and future business
strategies and the environment in which we expect to operate in the
future. These forward-looking statements speak only as of the date
made. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement to reflect any change in our expectations with regard
thereto or any change of events, conditions or circumstances on
which any such statement was based, except as required by law.
Investor Relations & Media
Contact
Edel Cruz(305)
468-2339InvestorRelations@nclcorp.comNCLHmedia@nclcorp.com
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