NCL Corporation Ltd. Announces Debt Tender Offer

Core Viewpoint - NCL Corporation Ltd. has initiated a cash tender offer to purchase its outstanding senior secured notes and senior notes, while concurrently launching a new unsecured notes offering to raise funds for this purpose [1][3][9]. Tender Offer Details - The tender offer includes the purchase of 5.875% Senior Secured Notes due 2027 and 5.875% Senior Notes due 2026, with a total outstanding amount of $1 billion and $225 million respectively [3][10]. - The tender offer will expire on September 12, 2025, at 5:00 p.m. New York City time, unless extended [4]. - Holders must validly tender their notes by the expiration date to receive the applicable tender offer consideration, which will be determined based on the fixed spread over the yield of the relevant U.S. Treasury Security [5][6]. New Unsecured Notes Offering - NCL Corporation is offering new senior notes in an aggregate principal amount of $2,050 million to fund the tender offer [3][9]. - The proceeds from the new unsecured notes offering are expected to be used to pay the tender offer consideration and to redeem any notes not tendered [9][10]. Redemption Conditions - Conditional notices of redemption have been issued for the 2027 and 2026 notes, set for September 18, 2025, if less than 90% of the outstanding notes are tendered [10]. - If the tender offer does not meet the 90% threshold, the company plans to redeem the remaining notes on their respective maturity dates [10]. Additional Information - Morgan Stanley & Co. LLC is acting as the Dealer Manager for the tender offer, while Global Bondholder Services Corporation serves as the Tender Agent [11]. - The new unsecured notes are being offered only to qualified institutional buyers and will not be registered under the Securities Act [13].