NCL Corporation, a subsidiary of Norwegian Cruise Line Holdings, announced that it is proposing to sell $700.0 million aggregate principal amount of senior unsecured notes due 2021 in a private offering that is exempt from the registration requirements of the Securities Act of 1933.

NCLC intends to use the net proceeds from the Offering, after deducting the initial purchasers' discount and estimated fees and expenses, together with cash on hand, to purchase any and all of its outstanding 5.25% senior notes due 2019 that are validly tendered and accepted for purchase in a concurrently announced tender offer and to redeem and satisfy and discharge any 5.25% Senior Notes not purchased in the Tender Offer in accordance with the indenture for the 5.25% Senior Notes and pay related transaction fees and expenses.

The Notes are being offered only to 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 other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.