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Norwegian Cruise Line Holdings Ltd. and NCL Corporation Ltd. Announce Exchangeable Notes Refinancing Transaction

MIAMI, April 02, 2025 (GLOBE NEWSWIRE) -- Norwegian Cruise Line Holdings Ltd. (NYSE:NCLH) (the "Company") and NCL Corporation Ltd., a subsidiary of the Company ("NCLC"), announce that NCLC has entered into individually negotiated note exchange agreements with certain existing holders (the "Holders") of NCLC's 5.375% Exchangeable Senior Notes due 2025 (the "2025 Notes"), pursuant to which NCLC and the Holders have agreed to exchange (the "Exchange") $285,425,000 in aggregate principal amount of the Holders' 2025 Notes for (i) $285,425,000 in aggregate principal amount of NCLC's newly issued 0.875% Exchangeable Senior Notes due 2030 (the "2030 Notes") and (ii) an aggregate cash payment (the "Cash Payment") of $51,624,820, plus accrued and unpaid interest on the 2025 Notes to be exchanged to, but excluding, the closing date of the Exchange. The Cash Payment will be equal to the proceeds from the concurrent Equity Offering, as described below, and represents the remainder of NCLC's exchange obligation in excess of the aggregate principal amount of the 2025 Notes to be exchanged.

Concurrently, the Company announces a registered direct offering of 2,708,533 ordinary shares to the Holders at a price of $19.06 per share (the "Equity Offering" and together with the Exchange, the "Transactions"). The Company expects to use the proceeds from the Equity Offering to make the Cash Payment.

The closing of the Transactions is expected to occur on or about April 7, 2025, subject to customary closing conditions. Following the Exchange, approximately $164,565,000 in aggregate principal amount of the 2025 Notes will remain outstanding. The Transactions will be neutral to the Company's leverage and, as of closing of the Transactions, are expected to reduce the Company's shares outstanding on a fully diluted basis by approximately 12.5 million shares.

The 2030 Notes will be general senior unsecured obligations of NCLC and guaranteed by the Company. Holders may exchange all or a portion of the 2030 Notes at the holder's option (i) at any time prior to the close of business on the business day immediately preceding October 15, 2029, subject to the satisfaction ...

https://www.benzinga.com/pressreleases/25/04/g44603295/norwegian-cruise-line-holdings-ltd-and-ncl-corporation-ltd-announce-exchangeable-notes-refinancing