Norwegian Cruise Line Holdings Ltd. Announces Offering of Ordinary Shares
March 05 2021 - 6:22AM
Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (the “Company”)
announced today that it has commenced an underwritten public
offering of 47,577,947 ordinary shares of the Company (the
“Offering”). The Company intends to grant the underwriter an option
to purchase up to 5,000,000 additional ordinary shares. The Company
expects to use the net proceeds from the Offering to repurchase all
of NCL Corporation Ltd.’s, a subsidiary of the Company,
exchangeable senior notes due 2026, which are currently held by an
affiliate of L Catterton, with any remaining net proceeds to be
used for general corporate purposes.
Goldman Sachs & Co. LLC is acting as sole
underwriter for the Offering.
The Offering is being made under an automatic
shelf registration statement filed with the U.S. Securities and
Exchange Commission (the “SEC”) on November 17, 2020. The Offering
may be made only by means of a prospectus supplement and an
accompanying base prospectus. A preliminary prospectus supplement
and accompanying base prospectus relating to the Offering will be
filed with the SEC and will be available on the SEC’s website at
www.sec.gov, copies of which may be obtained by contacting Goldman
Sachs & Co. LLC, Prospectus Department, 200 West Street, New
York, New York 10282, telephone: 1-866-471-2526, facsimile:
212-902-9316 or by emailing prospectus-ny@ny.email.gs.com.
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 an offer, solicitation or sale would be unlawful
prior to the registration and qualification under the securities
laws of such state or jurisdiction.
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 has nine additional ships scheduled for
delivery through 2027.
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 novel
coronavirus (“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, 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 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
comply with the U.S. Centers for Disease Control and Prevention
(“CDC”) Framework for Conditional Sailing Order and any additional
or future regulatory restrictions on our operations and to
otherwise develop enhanced health and safety protocols to adapt to
the pandemic’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;
- our ability to
work with lenders and others or otherwise pursue options to defer,
renegotiate 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;
- our future need
for additional financing, which may not be available on favorable
terms, or at all, and may be dilutive to existing
shareholders;
- 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;
- 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;
- 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;
- 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;
- 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, 2020, filed with the SEC on
February 26, 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.
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 contained herein 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)
Historical Stock Chart
From Aug 2024 to Sep 2024
Norwegian Cruise Line (NYSE:NCLH)
Historical Stock Chart
From Sep 2023 to Sep 2024