UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On December 2, 2019, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), announced its intent to offer $565.0 million aggregate principal amount of Senior Notes due 2024 through a private placement (the “Offering”).
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 redeem all $565,000,000 aggregate principal amount of its outstanding 4.750% senior notes due 2021 (the “4.750% Senior Notes”) (including accrued and unpaid interest) in accordance with the indenture for the 4.750% Senior Notes and to pay related transaction fees and expenses.
A copy of the press release announcing the Offering is furnished herewith as Exhibit 99.1 and is 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 NCLH’s 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 8.01 Other Events.
On November 29, 2019, NCLC delivered a notice of conditional redemption (the “Redemption Notice”) to holders of its outstanding 4.750% Senior Notes. The Redemption Notice provides for NCLC’s redemption, pursuant to the terms of the Indenture, dated as of December 14, 2016 (the “Indenture”), between NCLC and U.S. Bank National Association, as trustee, of all of the $565.0 million aggregate principal amount of outstanding 4.750% Senior Notes on December 16, 2019 (the “Redemption Date”) at a redemption price of 101.188% of the principal amount of the 4.750% Senior Notes to be redeemed on the Redemption Date, plus accrued and unpaid interest to, but excluding, the Redemption Date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press release, dated December 2, 2019. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 2, 2019 | NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| By: | /s/ Mark A. Kempa | |
| Mark A. Kempa | ||
| Executive Vice President | ||
| and Chief Financial Officer |