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NCLH issues $250m 9.75% notes, amended Apollo deal has option for up to $650m notes

An amended agreement between Norwegian Cruise Line Holdings and Apollo Global Management has the Apollo Funds agreeing to purchase up to $650m in senior secured notes at the cruise operator's option.

This commitment is available through February 2024, with an option for an NCLH subsidiary to extend it through February 2025 at its election.

Two draws

The company has the option to make up to two draws. One, the Class B Notes, consists of $250m of senior secured notes due 2028 that, if issued, will accrue interest at 11% subject to a 1% increase or decrease based on certain market conditions at the time drawn. The other, the Backstop Notes, consists of $400m of 8% senior secured notes due five years after the issue date.

Plus fees

If drawn, the Class B Notes will be subject to 2% issue fee, and the Backstop Notes to a 1.5% quarterly duration fee as well as a 3% issue fee.

$250m 9.75% notes due 2028

In connection with this amended agreement, an NCLH subsidiary issued $250m 9.75% senior secured notes due 2028, subject to a 2% issue fee.

The company intends to use proceeds from these Class A Notes for general corporate purposes.

Guarantees and security

The Class A Notes and the related guarantees are, and the Class B Notes and the Backstop Notes and the related guarantees, if issued, will be, secured by first-priority interests in shares of capital stock in certain guarantors, material intellectual property and two private islands.

The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, guaranteed by subsidiaries that own the property that secures the notes, as well as certain additional subsidiaries whose assets do not secure the notes.

At its option, NCLH may redeem the Class A Notes, in whole or in part, before Feb. 22, 2025, at a 'make-whole' redemption price, plus interest and additional amounts.

See also 'NCLH shares slide on wider than expected Q4 loss, Q1 projection'