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NCLH closes private offering of $862.5m exchangeable 6% notes and public shares offering

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Norwegian Cruise Line Holdings closed its previously announced private offering of $862.5m 6% exchangeable senior notes due 2024 and its underwritten public offering of ordinary shares at $11/share.

The public offering entailed 41,818,181 ordinary shares, including the 5,454,545 shares issued with the full exercise by the underwriters of their option.

Goldman Sachs, Barclays Capital, Citigroup Global Markets, JP Morgan Securities Mizuho Securities USA Credit Agricole Securities (USA) and UBS Securities acted as joint book-running managers.

Exchangeable notes' net proceeds $840.9m

The $862.5m in exchangeable notes includes the fully exercised option of $112.5m in exchangeable notes by the initial purchasers.

Net proceeds, after initial purchasers’ discounts and before offering expenses, were $840.9m.

The exchangeable notes are general senior unsecured obligations guaranteed by NCLH, and will be convertible at the holder’s option immediately preceding the maturity date into Series A preference shares that are automatically exchangeable into a specified number of ordinary NCLH shares.

25% premium to public offering of ordinary shares

The initial exchange rate per $1,000 principal amount of exchangeable notes is 72.7273 ordinary shares of NCLH, equivalent to approximately $13.75 per share. This represents a 25% premium to the $11 public offering price in the concurrent offering of ordinary shares.

NCLH expects to use the net proceeds of the exchangeable notes offering for general corporate purposes.

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