MIAMI, March 01, 2021 (GLOBE NEWSWIRE) — NCL Company Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH), introduced immediately that it’s proposing to promote $550 million mixture principal quantity of its 5.875% Senior Notes due 2026 (the “NCLC Notes”) in a non-public providing that’s exempt from the registration necessities of the Securities Act of 1933, as amended (the “Securities Act”). The NCLC Notes will type a part of the identical sequence because the $850 million mixture principal quantity of 5.875% Senior Notes due 2026 issued on December 18, 2020 and can be assured by sure of NCLC’s subsidiaries on a senior unsecured foundation.
NCL Finance, Ltd. (“NCL Finance”), a subsidiary of NCLC, can be proposing to promote $550 million mixture principal quantity of its senior notes due 2028 (the “NCL Finance Notes” and, collectively with the NCLC Notes, the “Notes”) in a non-public providing that’s exempt from the registration necessities of the Securities Act. The NCL Finance Notes can be assured by NCLC and sure of NCLC’s subsidiaries on a senior unsecured foundation.
NCLC and NCL Finance anticipate to make use of the web proceeds from the choices to totally repay the combination principal quantities excellent underneath two of NCLC’s senior secured credit score amenities, along with accrued however unpaid curiosity thereon, and to pay any associated transaction premiums, charges and bills, with the rest of the web proceeds from the choices for use for basic company functions.
The Notes are being supplied solely to individuals fairly believed to be certified institutional consumers in reliance on Rule 144A underneath the Securities Act, and out of doors the US, solely to non-U.S. buyers pursuant to Regulation S. The Notes is not going to be registered underneath the Securities Act or the securities legal guidelines of every other jurisdiction and might not be supplied or offered in the US absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.
This press launch shall not represent a proposal to promote or a solicitation of a proposal to purchase any safety and shall not represent a proposal, solicitation or sale in any jurisdiction during which such provide, solicitation or sale could be illegal. This press launch is being issued pursuant to and in accordance with Rule 135c underneath the Securities Act.
Cautionary Assertion Regarding Ahead-Trying Statements
A number of the statements, estimates or projections contained on this press launch are “forward-looking statements” inside the which means of the U.S. federal securities legal guidelines supposed to qualify for the protected harbor from legal responsibility established by the Personal Securities Litigation Reform Act of 1995. All statements apart from statements of historic info contained on this press launch, together with, with out limitation, these relating to our enterprise technique, monetary place, outcomes of operations, plans, prospects, actions taken or methods being thought-about with respect to our liquidity place, valuation and value determinations of our belongings and aims of administration for future operations (together with these relating to anticipated fleet additions, our voluntary suspension, our potential to climate the impacts of the novel coronavirus (“COVID-19”) pandemic, our expectations relating to the resumption of cruise voyages and the timing for such resumption of cruise voyages, the implementation of and effectiveness of our well being and security protocols, operational place, demand for voyages, financing alternatives and extensions, and future value mitigation and money conservation efforts and efforts to cut back working bills and capital expenditures) are forward-looking statements. Many, however not all, of those statements might be discovered by searching for phrases like “anticipate,” “anticipate,” “aim,” “mission,” “plan,” “imagine,” “search,” “will,” “might,” “forecast,” “estimate,” “intend,” “future” and comparable phrases. Ahead-looking statements don’t assure future efficiency and should contain dangers, uncertainties and different components which may trigger our precise outcomes, efficiency or achievements to vary materially from the longer term outcomes, efficiency or achievements expressed or implied in these forward-looking statements. Examples of those dangers, uncertainties and different components embrace, however should not restricted to the affect of:
- the unfold of epidemics, pandemics and viral outbreaks and particularly, the COVID-19 pandemic, together with its impact on the flexibility or need of individuals to journey (together with on cruises), that are anticipated to proceed to adversely affect our outcomes, operations, outlook, plans, targets, progress, repute, money flows, liquidity, demand for voyages and share worth;
- our potential to adjust to the U.S. Facilities for Illness Management and Prevention (“CDC”) Framework for Conditional Crusing Order and any extra or future regulatory restrictions on our operations and to in any other case develop enhanced well being and security protocols to adapt to the pandemic’s distinctive challenges as soon as operations resume and to in any other case safely resume our operations when circumstances enable;
- coordination and cooperation with the CDC, the federal authorities and international public well being authorities to take precautions to guard the well being, security and safety of company, crew and the communities visited and the implementation of any such precautions;
- our potential to work with lenders and others or in any other case pursue choices to defer, renegotiate or refinance our current debt profile, near-term debt amortization, newbuild associated funds and different obligations and to work with bank card processors to fulfill present or potential future calls for for collateral on money superior from clients regarding future cruises;
- our future want for extra financing, which might not be out there on favorable phrases, or in any respect, and could also be dilutive to current shareholders;
- our indebtedness and restrictions within the agreements governing our indebtedness that require us to take care of minimal ranges of liquidity and in any other case restrict our flexibility in working our enterprise, together with the numerous portion of belongings which can be collateral underneath these agreements;
- the accuracy of any value determinations of our belongings because of the affect of COVID-19 or in any other case;
- our success in decreasing working bills and capital expenditures and the affect of any such reductions;
- our company’ election to take money refunds in lieu of future cruise credit or the continuation of any developments regarding such election;
- developments in, or modifications to, future bookings and our potential to take future reservations and obtain deposits associated thereto;
- the unavailability of ports of name;
- future will increase within the worth of, or main modifications or discount in, industrial airline companies;
- antagonistic occasions impacting the safety of journey, comparable to terrorist acts, armed battle and threats thereof, acts of piracy, and different worldwide occasions;
- antagonistic incidents involving cruise ships;
- antagonistic basic financial and associated components, comparable to fluctuating or rising ranges of unemployment, underemployment and the volatility of gasoline costs, declines within the securities and actual property markets, and perceptions of those circumstances that lower the extent of disposable earnings of customers or client confidence;
- any additional impairment of our logos, commerce names or goodwill;
- breaches in information safety or different disturbances to our data expertise and different networks or our precise or perceived failure to adjust to necessities relating to information privateness and safety;
- modifications in gasoline costs and the kind of gasoline we’re permitted to make use of and/or different cruise working prices;
- mechanical malfunctions and repairs, delays in our shipbuilding program, upkeep and refurbishments and the consolidation of certified shipyard amenities;
- the dangers and elevated prices related to working internationally;
- fluctuations in international forex alternate charges;
- overcapacity in key markets or globally;
- our growth into and investments in new markets;
- our incapability to acquire satisfactory insurance coverage protection;
- pending or threatened litigation, investigations and enforcement actions;
- volatility and disruptions within the international credit score and monetary markets, which can adversely have an effect on our potential to borrow and will improve our counterparty credit score dangers, together with these underneath our credit score amenities, derivatives, contingent obligations, insurance coverage contracts and new ship progress cost ensures;
- our incapability to recruit or retain certified personnel or the lack of key personnel or worker relations points;
- our reliance on third events to offer resort administration companies for sure ships and sure different companies;
- our incapability to maintain tempo with developments in expertise;
- modifications involving the tax and environmental regulatory regimes during which we function; and
- different components set forth underneath “Danger Components” in our Annual Report on Type 10-Okay for the 12 months ended December 31, 2020, filed with the SEC on February 26, 2021.
Moreover, many of those dangers and uncertainties are at the moment amplified by and can proceed to be amplified by, or sooner or later could also be amplified by, the COVID-19 pandemic. It isn’t attainable to foretell or determine all such dangers. There could also be extra dangers that we take into account immaterial or that are unknown.
The above examples should not exhaustive and new dangers emerge occasionally. Such forward-looking statements are based mostly on our present beliefs, assumptions, expectations, estimates and projections relating to our current and future enterprise methods and the surroundings during which we anticipate to function sooner or later. These forward-looking statements converse solely as of the date made.
We expressly disclaim any obligation or endeavor to launch publicly any updates or revisions to any forward-looking assertion contained herein to replicate any change in our expectations with regard thereto or any change of occasions, circumstances or circumstances on which any such assertion was based mostly, besides as required by legislation.
Investor Relations & Media Contact