NCL Corporation Ltd. Announces Pricing of $790,000,000 of Senior Secured Notes
11 Oktober 2023 - 11:32PM
NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise
Line Holdings Ltd. (NYSE: NCLH), announced today that it has priced
$790.0 million aggregate principal amount of its 8.125% senior
secured notes due 2029 (the “Notes”), which were offered 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”).
The offering of the Notes is expected to close
on October 18, 2023, subject to customary closing conditions as
well as our entry into certain amendments to our senior secured
credit facility. We intend to use the net proceeds from the Notes
Offering, together with cash on hand, to repay the term loans
outstanding under our senior secured credit facility, including to
pay any accrued and unpaid interest thereon, as well as related
premiums, fees and expenses.
The Notes and the related guarantees will be
secured by first-priority interests in, among other things and
subject to certain agreed security principles, fourteen of our
vessels that will also secure our senior secured credit facility
and our 8.375% senior secured notes due 2028. The Notes will be
guaranteed by our subsidiaries that own the vessels that will
secure the Notes.
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 and the related guarantees 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 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
expectations regarding macroeconomic conditions, our expectations
regarding cruise voyage occupancy, 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:
- adverse general
economic factors, such as fluctuating or increasing levels of
interest rates, inflation, 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;
- the spread of
epidemics, pandemics and viral outbreaks, including the COVID-19
pandemic, and their effect on the ability or desire of people to
travel (including on cruises), which has adversely impacted and may
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
related regulatory restrictions;
- 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, disruptions 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, or customer perceptions of the
security of travel, such as terrorist acts, armed conflict, such as
Russia’s invasion of Ukraine, and threats thereof, acts of piracy,
and other international events;
- adverse
incidents involving cruise ships;
- 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;
- impacts related
to climate change and our ability to achieve our climate-related or
other sustainability goals;
- 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;
- any further
impairment of our trademarks, trade names or goodwill;
- 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, 2022 and
our Quarterly Reports on Form 10-Q for the periods ended March 31,
2023 and June 30, 2023.
The above examples 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
Jessica John(305)
468-2339InvestorRelations@nclcorp.comNCLHmedia@nclcorp.com
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