NCL Corporation announces proposed offering of senior, exchangable notes.

NCL Corporation is proposing to sell $1,025.0 million aggregate principal amount of its senior notes due 2031 and $1,025.0 million aggregate principal amount of its senior notes due 2033 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. NCLC intends to use the net proceeds from the Unsecured Notes Offering, together with cash on hand, to fund its separately announced concurrent tender offer for its 5.875% senior notes due 2026 and its 5.875% senior secured notes due 2027, redeem all of the 2026 Notes and 2027 Notes that are not accepted for purchase in the Tender Offer, redeem all of its 8.125% senior secured notes due 2029 and pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses. The Tender Offer and the redemption of the 2029 Notes are conditioned on the consummation of the Unsecured Notes Offering. The Unsecured Notes Offering, however, is not conditioned on the consummation of the Tender Offer or the redemption of the 2029 Notes. NCLC also announced that it is proposing to sell $1,200.0 million aggregate principal amount of its exchangeable senior notes due 2030 in a private offering that is exempt from the registration requirements of the Securities Act. NCLC intends to grant the initial purchasers of the Exchangeable Notes an option to purchase, during a 13-day period beginning on, and including, the first day on which the Exchangeable Notes are issued, up to an additional $120.0 million aggregate principal amount of Exchangeable Notes. The Exchangeable Notes will be general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the Exchangeable Notes at the holder’s option at any time prior to the close of business on the business day immediately preceding March 15, 2030, subject to the satisfaction of certain conditions and during certain periods, and on or after March 15, 2030 until the close of business on the business day immediately preceding the maturity date of the Exchangeable Notes, regardless of whether such conditions have been met. Upon exchange of the Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares of NCLH or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes to be exchanged. NCLC intends to use the net proceeds from the Exchangeable Notes Offering, together with the net proceeds of NCLH’s separately-announced registered direct offering of its ordinary shares to repurchase a portion of its 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027 The Repurchases are conditioned upon the consummation of the Exchangeable Notes Offering and the consummation of the Equity Offering, and the consummation of the Exchangeable Notes Offering and the Equity Offering are conditioned upon the consummation of the Repurchases.