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NCLH plans to sell $2bn in secured, unsecured and exchangeable notes

Norwegian Cruise Line Holdings is proposing to sell $1bn in senior secured notes due 2027 and $600m in senior unsecured notes due 2029 in a private offering.

The secured notes and the related guarantees will be secured by first-priority interests in three ships and guaranteed by subsidiaries that own the property that will secure the notes.

Plus, offering of $435m of exchangeable notes

Also, the company is proposing to sell $435m of exchangeable senior notes due 2027 in a private offering. The company intends to grant the initial purchasers an option to buy up to an additional $65m in exchangeable notes during a 13-day period.

The exchangeable notes will be general senior unsecured obligations and guaranteed by NCLH. Holders may exchange all or a portion of their notes at any time by close of the business day immediately preceeding Aug. 15, 2026, subject to certain conditions, and after that up until the maturity date, regardless of conditions.

The company will pay or deliver cash, ordinary shares of NCLH or a combination of cash and ordinary shares, at its election.

Use of proceeds

Proceeds from the notes offering and the exchangeable notes offering will be used to redeem all of NCLH's outstanding 12.25% secured notes and 10.25% secured notes and to make principal payments on debt maturing in the short term.

The notes are being offered only to qualified institutional buyers outside the United States, while the exchangeable notes are being offered only to qualified institutional buyers.