NCL Corporation Ltd. Announces Closing of $400 Million Investment by L Catterton
May 28 2020 - 4:30PM
NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise
Line Holdings Ltd. (NYSE: NCLH) (“NCLH”, or the “Company”),
announced today that it closed its previously announced private
placement of $400 million in aggregate principal amount of its
exchangeable senior notes due 2026 (the “Private Exchangeable
Notes”) to an affiliate of L Catterton. NCLC expects to use the net
proceeds from the placement of the Private Exchangeable Notes for
general corporate purposes.
The Private Exchangeable Notes will be general
senior unsecured obligations of NCLC, guaranteed by NCLH, and will
be exchangeable 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. The initial exchange rate per $1,000 principal amount of
Private Exchangeable Notes is approximately 82.6446 ordinary shares
of NCLH, which is equivalent to an initial exchange price of $12.10
per ordinary share, subject to future adjustment in certain
circumstances.
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.
Goldman Sachs & Co. LLC acted as placement
agent to the Company.
About Norwegian Cruise Line Holdings
Ltd.
Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH)
is a leading global cruise company which operates the Norwegian
Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.
With a combined fleet of 28 ships with approximately 59,150 berths,
these brands offer itineraries to more than 490 destinations
worldwide. The Company will introduce nine additional ships through
2027.
About L Catterton
With approximately $20 billion of equity capital
across seven fund strategies in 17 offices globally, L Catterton is
the largest consumer-focused private equity firm in the world. L
Catterton's team of nearly 200 investment and operating
professionals partner with management teams around the world to
implement strategic plans to foster growth, leveraging deep
category insight, operational excellence, and a broad thought
partnership network. Since 1989, the firm has made over 200
investments in leading consumer brands. L Catterton was formed
through the partnership of Catterton, LVMH, and Groupe Arnault. For
more information about L Catterton, please visit
www.lcatterton.com.
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 voluntary
suspension, our ability to weather the impacts of the COVID-19
pandemic, operational position, demand for voyages, 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, COVID-19, on our financial condition and operations,
which adversely affects our ability to obtain acceptable financing
in an amount equal to the resulting reduction in cash from
operations, and the current, and uncertain future, other impacts of
the COVID-19 outbreak, including its effect on the ability or
desire of people to travel (including on cruises), which are
expected to continue to adversely impact our results, operations,
outlook, plans, goals, growth, reputation, cash flows, liquidity,
demand for voyages and share price;
- our ability to develop strategies to enhance our health and
safety protocols to adapt to the current pandemic environment’s
unique challenges once operations resume and to otherwise safely
resume our operations when conditions allow;
- coordination and cooperation with the CDC, the federal
government and global public health authorities to take precautions
to protect the health, safety and security of guests, crew and the
communities visited and the implementation of any such
precautions;
- the accuracy of any appraisals of our assets as a result of the
impact of COVID-19 or otherwise;
- our success in reducing operating expenses and capital
expenditures and the impact of any such reductions;
- our guests’ election to take cash refunds in lieu of future
cruise credits or the continuation of any trends relating to such
election;
- trends in, or changes to, future bookings and our ability to
take future reservations and receive deposits related thereto;
- the unavailability of ports of call;
- future increases in the price of, or major changes or reduction
in, commercial airline services;
- our ability to work with lenders and others or otherwise pursue
options to defer or refinance 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;
- 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;
- our potential future need for additional financing, which may
not be available on favorable terms, or at all, and may be dilutive
to existing shareholders;
- any further impairment of our trademarks, trade names or
goodwill;
- 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;
- fluctuations in foreign currency exchange rates;
- overcapacity in key markets or globally;
- our expansion into and investments in new markets;
- our inability to obtain adequate insurance coverage;
- our indebtedness and restrictions in the agreements governing
our indebtedness that require us to maintain minimum levels of
liquidity and otherwise limit our flexibility in operating our
business, including the significant portion of assets that are
collateral under these agreements;
- pending or threatened litigation, investigations and
enforcement actions;
- 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 inability to recruit or retain qualified personnel or the
loss of key personnel or employee relations issues;
- our reliance on third parties to provide hotel management
services for certain ships and certain other services;
- our inability to keep pace with developments in
technology;
- changes involving the tax and environmental regulatory regimes
in which we operate; and
- other factors set forth under “Risk Factors” in our most
recently filed Annual Report on Form 10-K, Quarterly Report on Form
10-Q and subsequent filings with the Securities and Exchange
Commission.
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
outbreak. It is not possible to predict or identify all such risks.
There may be additional risks that we consider immaterial or which
are unknown.
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
Andrea DeMarco(305)
468-2339InvestorRelations@nclcorp.com
Jessica John(786) 913-2902
Norwegian Cruise Line (NYSE:NCLH)
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