NCL Corporation Ltd. Announces Proposed Offering of Senior Notes

Rhea-AI Summary

NCL (NCLC), a subsidiary of Norwegian Cruise Line Holdings (NYSE: NCLH), has announced a proposed private offering of $315.0 million in senior notes due 2030. The offering is exempt from Securities Act registration requirements and is only available to qualified institutional buyers and non-U.S. investors. NCLC plans to use the net proceeds, along with cash on hand, to redeem $315.0 million of its 3.625% Senior Notes due 2024. The redemption is contingent on the completion of the new notes offering. This move suggests a refinancing strategy to manage NCLC's debt structure, potentially taking advantage of current market conditions or preparing for future financial needs.

Positive

• Refinancing $315 million of debt due in 2024 with new notes due in 2030, potentially improving debt maturity profile
• Offering to qualified institutional buyers, which may indicate strong investor interest

Negative

• Potential increase in interest expenses if new notes carry a higher interest rate than the 3.625% 2024 Senior Notes
• Continued reliance on debt financing, which may impact the company's financial flexibility

MIAMI, Sept. 03, 2024 (GLOBE NEWSWIRE) -- NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH), announced today that it is proposing to sell $315.0 million aggregate principal amount of its senior notes due 2030 (the “Notes”) in a private offering (the “Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

We intend to use the net proceeds from the Notes Offering, together with cash on hand, to redeem $315.0 million aggregate principal amount of the 3.625% Senior Notes due 2024 (the “2024 Senior Notes”), including to pay any accrued and unpaid interest thereon. The redemption of the 2024 Senior Notes will be conditioned upon the consummation of the Notes Offering.

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 Notes will not be registered under the Securities Act or the securities laws of any state 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, a solicitation of an offer to sell, or notice of redemption with respect to the 2024 Senior 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 statements regarding the Notes Offering and the use of proceeds therefrom, may be 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. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or which are unknown. 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

Sarah Inmon
(786) 812-3233
InvestorRelations@nclcorp.com

FAQ

What is the purpose of NCLC's proposed $315 million senior notes offering?

NCLC plans to use the proceeds from the $315 million senior notes offering, along with cash on hand, to redeem an equal amount of its 3.625% Senior Notes due 2024. This move appears to be a refinancing strategy to manage the company's debt structure.

How will the proposed notes offering affect Norwegian Cruise Line Holdings' (NCLH) balance sheet?

The proposed offering is essentially a refinancing move, replacing $315 million of debt due in 2024 with new notes due in 2030. This may improve NCLH's debt maturity profile but could potentially increase interest expenses if the new notes carry a higher interest rate.

Who is eligible to participate in NCLC's $315 million senior notes offering?

The offering is to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. investors outside the United States pursuant to Regulation S. It is not available to retail investors or the general public.

Will the new senior notes offered by NCLC be registered under the Securities Act?

No, the new senior notes will not be registered under the Securities Act or any state securities laws. They can only be offered or sold through applicable exemptions from registration requirements.