NCL Corporation Ltd. Announces Upsizing and Pricing of $1,300.0 Million of Exchangeable Notes

Core Viewpoint - NCL Corporation Ltd. has priced $1,300 million of 0.750% exchangeable senior notes due 2030, increasing from the previously announced $1,200 million [1] Group 1: Exchangeable Notes Offering - The initial purchasers have an option to buy an additional $107 million of exchangeable notes within a 13-day period after issuance [2] - The offering is expected to close on September 11, 2025, subject to customary closing conditions [2] - The exchangeable notes will be general senior unsecured obligations of NCLC, guaranteed by NCLH [3] Group 2: Exchange Terms - Holders can exchange the notes at any time before March 15, 2030, under certain conditions, and on or after that date until maturity [3] - The initial exchange rate is 29.1189 ordinary shares per $1,000 principal amount, equating to an initial exchange price of approximately $34.34 per share, representing a 40% premium over the offering price in NCLH's equity offering [3] Group 3: Use of Proceeds - NCLC plans to use the net proceeds from the offering to repurchase approximately $958 million of its 1.125% exchangeable senior notes due 2027 and approximately $449 million of its 2.50% exchangeable senior notes due 2027 [4] - The repurchases are contingent upon the completion of both the exchangeable notes offering and the equity offering [4] Group 4: Post-Transaction Impact - After the repurchases, approximately $192 million of the 1.125% 2027 exchangeable notes and approximately $24.2 million of the 2.50% 2027 exchangeable notes will remain outstanding [5] - The transactions are expected to be neutral to NCLH's leverage and reduce shares outstanding on a fully diluted basis by approximately 38.1 million shares [5] Group 5: Company Overview - Norwegian Cruise Line Holdings Ltd. operates Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises, with a fleet of 34 ships and over 71,000 berths [9] - The company plans to add 13 additional ships by 2036, increasing its fleet capacity by over 38,400 berths [9]