NCL Corporation Ltd. Announces Partial Exercise of Greenshoe Option for Exchangeable Notes
July 30 2020 - 5:02PM
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.
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 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 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, 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 Centers for Disease Control and Prevention, 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 Annual Report on Form 10-K for the year ended
December 31, 2019 and our Quarterly Report on Form 10-Q for the
three months ended March 31, 2020.
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) 468-2339
InvestorRelations@nclcorp.com
Jessica John (786) 913-2902
Norwegian Cruise Line (NYSE:NCLH)
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