NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On December 5, 2016, NCL Corporation Ltd. (NCLC), a subsidiary of
Norwegian Cruise Line Holdings Ltd. (NCLH), announced its intent
to offer $700.0 million aggregate principal amount of senior
unsecured notes due 2021 through a private placement (the
Offering).
Simultaneously with the Offering, NCLC is conducting a tender
offer (the Tender Offer) to purchase for cash any and all of the
$680.0 million outstanding aggregate principal amount of its
5.25% senior notes due 2019 (the 5.25% Senior Notes), subject to
the terms and conditions specified in the related offer to
purchase (the Offer to Purchase). The Tender Offer will expire at
5:00 p.m., New York City time, on December 9, 2016, subject to
any extension.
The Tender Offer is subject to the satisfaction or waiver of a
number of conditions as set forth in the Offer to Purchase,
including the receipt by NCLC of net proceeds from the Offering
on terms reasonably satisfactory to NCLC in an amount that is
sufficient, together with cash on hand, to effect the repurchase
of its outstanding 5.25% Senior Notes validly tendered and
accepted for purchase to the Tender Offer. The Offering is not
conditioned upon consummation of the Tender Offer.
NCLC intends to use the net proceeds from the Offering, after
deducting the initial purchasers discount and estimated fees and
expenses, together with cash on hand, to purchase any and all of
its outstanding 5.25% Senior Notes that are validly tendered and
accepted for purchase in the Tender Offer and to redeem and
satisfy and discharge any 5.25% Senior Notes not purchased in the
Tender Offer (in each case, including paying any tender or
redemption premiums and accrued and unpaid interest) in
accordance with the indenture for the 5.25% Senior Notes and pay
related transaction fees and expenses.
A copy of the press releases announcing the Offering and the
Tender Offer are furnished herewith as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
This report does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offering, solicitation or sale would
be unlawful.
NCLH is furnishing the information under this Item 7.01 in this
Current Report on Form 8-K to comply with Regulation FD. Such
information shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by
reference into any of NCLHs filings under the Securities Act of
1933, as amended, or the Exchange Act, whether made before or
after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
Press release announcing the Offering, dated December 5, 2016. |
| 99.2 |
Press release announcing the Tender Offer, dated December 5, 2016. |
About NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH)
Norwegian Cruise Line Holdings Ltd. (NCLH) is a global cruise company. The Company operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. Its brands offer itineraries to over 510 destinations around the world, including Europe, Asia, Australia, New Zealand, South America, Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii with a combined fleet of approximately 20 ships with over 45,000 Berths. Its brands offer various features, amenities, and activities, including various accommodations, multiple dining venues, bars and lounges, spa, casino and retail shopping areas and various entertainment choices. Its Norwegian offers approximately 10 ships that have been purpose-built to deliver the Freestyle Cruising product. Its Oceania Cruises offers the cuisine at sea and destination experiences with destination-rich itineraries. Its Regent Seven Seas Cruises offers a cruise line, which provides amenities included in the cruise fare. NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH) Recent Trading Information
NORWEGIAN CRUISE LINE HOLDINGS LTD. (NASDAQ:NCLH) closed its last trading session up +0.43 at 39.28 with 1,096,296 shares trading hands.
