NCL Prices Upsized $1.3 Bln Exchangeable Notes Due 2030

Norwegian Cruise Line

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(RTTNews) - NCL Corp. Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), on Tuesday priced $1.3 billion aggregate principal amount of 0.750% exchangeable senior notes due 2030 in a private offering. The deal size was upsized from the earlier announced $1.2 billion.

The closing is expected on September 11.

NCL intends to use the proceeds, together with those from the equity offering, to repurchase about $958 million of its 1.125% exchangeable senior notes due 2027 for roughly $1.01 billion, and about $449 million of its 2.50% exchangeable senior notes due 2027 for about $480.5 million, plus accrued interest.

The initial purchasers were granted a 13-day option to buy up to an additional $107 million of notes.

The initial exchange rate is 29.1189 shares per $1,000 principal, equal to an exchange price of about $34.34 per share, a 40% premium to the offering price in Norwegian Cruise Line Holdings' separately announced equity offering.

The notes will be general senior unsecured obligations of NCL, guaranteed by Norwegian Cruise Line Holdings. Holders may exchange them into cash, Norwegian Cruise Line Holdings ordinary shares, or a mix of both at NCL's election.

Following the buybacks, about $192 million of the 1.125% 2027 notes and $24.2 million of the 2.50% 2027 notes will remain outstanding. The transactions are expected to be leverage-neutral and reduce Norwegian Cruise Line Holdings' fully diluted share count by about 38.1 million.

On Monday, in the overnight trading, Norwegian Cruise Line Holdings closed trading 0.33% at $24.61 on the New York Stock Exchange.