Norwegian Cruise Line (NCL Corporation Ltd. or the “Company”) announced today that yesterday it entered into an agreement to sell $450 million aggregate principal amount of its 11.75% senior secured notes due 2016 (the “Notes”) in connection with a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company has entered into a new $750 million senior secured revolving credit facility (the “New Revolving Credit Facility”). The initial funding of the New Revolving Credit Facility is expected to occur concurrently with the consummation of the Offering.
The Notes and New Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries (the “Guarantors”) which own four of the Company’s cruise ships, namely, Norwegian Star, Norwegian Spirit, Norwegian Sun and Norwegian Dawn (the “Ships”). The guarantees of the Notes are secured by the same collateral securing the New Revolving Credit Facility (other than pledges of ordinary shares or similar items of the Guarantors), including first priority mortgages on the Ships, and the liens securing the guarantees of the Notes rank pari passu in priority to the liens securing the New Revolving Credit Facility.
The net proceeds from the Offering will be approximately $444.75 million before underwriting discounts and estimated offering expenses. The Company intends to use the proceeds from the Offering and from the initial borrowings under the New Revolving Credit Facility to retire indebtedness under certain of its existing senior secured credit facilities and for transaction fees and expenses. The Company also expects to discharge its existing 10⅝% senior notes in connection with the Offering and the New Revolving Credit Facility.
The Notes are being sold 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 initially registered under the Securities Act or any state securities laws 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.