Item 7.01 Regulation FD Disclosure.
On January 19, 2023, in connection with the Offering (as defined below), NCL
Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd.
(“NCLH”), distributed certain information attached to this report as Exhibit
99.1 to potential investors, which NCLH is disclosing under Items 2.02 and 7.01
of this report.
The information in Items 2.02 and 7.01, including Exhibit 99.1, is being
furnished and 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, nor shall it be deemed to
be incorporated by reference into any of NCLH’s filings under the Securities Act
of 1933, as amended (the “Securities Act”), 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 8.01 Other Events.
On January 19, 2023, NCLC issued a press release announcing that it is proposing
to sell $500.0 million aggregate principal amount of its senior secured notes
due 2028 (the “Notes”) in a private offering (the “Offering”) that is exempt
from the registration requirements of the Securities Act. The Notes and the
related guarantees will be secured by first-priority interests in, among other
things and subject to certain agreed security principles, thirteen of our
vessels that also secure our senior secured credit facility. The Notes will be
guaranteed by our subsidiaries that own the vessels that will secure the Notes.
A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
NCLC intends to use the net proceeds from the Offering to repay a portion of the
term loans outstanding under its senior secured credit facility that will become
due in January 2024, including to pay any accrued and unpaid interest thereon,
as well as related premiums, fees and expenses.
The Notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act, and
outside the United States, only to non-U.S. investors pursuant to Regulation S.
The Notes and related guarantees will not be registered under the Securities Act
or the securities laws of any state and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
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.
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements, estimates or projections contained in this report are
“forward-looking statements” within the meaning of the U.S. federal securities
laws intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts contained in this report, including, without
limitation, those regarding our business strategy, financial position, results
of operations, plans, prospects, actions taken or strategies being considered
with respect to our liquidity position, valuation and appraisals of our assets
and objectives of management for future operations (including those regarding
expected fleet additions, our expectations regarding the COVID-19 pandemic,
Russia’s invasion of Ukraine and general macroeconomic conditions, our
expectations regarding cruise voyage occupancy, the implementation of and
effectiveness of our health and safety protocols, operational position, demand
for voyages, plans or goals for our sustainability program and decarbonization
efforts, our expectations for future cash flows and profitability, financing
opportunities and extensions, and future cost mitigation and cash conservation
efforts and efforts to reduce operating expenses and capital expenditures) are
forward-looking statements. Many, but not all, of these statements can be found
by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,”
“believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and
similar words. Forward-looking statements do not guarantee future performance
and may involve risks, uncertainties and other factors which could cause our
actual results, performance or achievements to differ materially from the future
results, performance or achievements expressed or implied in those
forward-looking statements. Examples of these risks, uncertainties and other
factors include, but are not limited to the impact of:
· the spread of epidemics, pandemics and viral outbreaks, including the COVID-19
pandemic, and their effect on the ability or desire of people to travel (including on cruises), which is expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price;
· implementing precautions in coordination with regulators and global public
health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with regulatory restrictions related to the pandemic;
· our indebtedness and restrictions in the agreements governing our indebtedness
that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
· our ability to work with lenders and others or otherwise pursue options to
defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises;
· our need for additional financing or financing to optimize our balance sheet,
which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;
· the unavailability of ports of call;
· future increases in the price of, or major changes or reduction in, commercial
· changes involving the tax and environmental regulatory regimes in which we
operate, including new regulations aimed at reducing greenhouse gas emissions;
· the accuracy of any appraisals of our assets as a result of the impact of the
COVID-19 pandemic or otherwise;
· our success in controlling operating expenses and capital expenditures;
· trends in, or changes to, future bookings and our ability to take future
reservations and receive deposits related thereto;
· adverse events impacting the security of travel, such as terrorist acts, armed
conflict, such as Russia's invasion of Ukraine, and threats thereof, acts of piracy, and other international events;
· adverse incidents involving cruise ships;
· adverse general economic and related factors, including as a result of the
impact of the COVID-19 pandemic, Russia's invasion of Ukraine or otherwise, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence;
· breaches in data security or other disturbances to our information technology
and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection;
· changes in fuel prices and the type of fuel we are permitted to use and/or
other cruise operating costs;
· mechanical malfunctions and repairs, delays in our shipbuilding program,
maintenance and refurbishments and the consolidation of qualified shipyard facilities;
· the risks and increased costs associated with operating internationally;
· our inability to recruit or retain qualified personnel or the loss of key
personnel or employee relations issues;
· our inability to obtain adequate insurance coverage;
· pending or threatened litigation, investigations and enforcement actions;
· any further impairment of our trademarks, trade names or goodwill;
· volatility and disruptions in the global credit and financial markets, which
may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;
· our reliance on third parties to provide hotel management services for certain
ships and certain other services;
· fluctuations in foreign currency exchange rates;
· our expansion into new markets and investments in new markets and land-based
· overcapacity in key markets or globally; and
· other factors set forth under the section entitled “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022.
Additionally, many of these risks and uncertainties are currently amplified by
and will continue to be amplified by, or in the future may be amplified by, the
COVID-19 pandemic, Russia’s invasion of Ukraine and the impact of general
macroeconomic conditions. It is not possible to predict or identify all such
risks. There may be additional risks that we consider immaterial or which are
The above examples are not exhaustive and new risks emerge from time to time.
Such forward-looking statements are based on our current beliefs, assumptions,
expectations, estimates and projections regarding our present and future
business strategies and the environment in which we expect to operate in the
future. These forward-looking statements speak only as of the date made. We
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statement to reflect any change in our
expectations with regard thereto or any change of events, conditions or
circumstances on which any such statement was based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Disclosure provided to potential investors. 99.2 Press Release of NCL Corporation Ltd., dated January 19, 2023. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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