UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Equity Offering
On May 5, 2020, Norwegian Cruise Line Holdings Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), in connection with the Company’s previously announced underwritten public offering of 41,818,181 ordinary shares, which includes 5,454,545 ordinary shares issued in connection with the Underwriters’ full exercise of their option to acquire additional ordinary shares (the “Equity Offering”). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, as well as termination and other customary provisions.
The Equity Offering was made pursuant to a prospectus supplement, dated May 5, 2020, and filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2020, and the base prospectus, dated May 5, 2020, filed as part of the Company’s automatic shelf registration statement (File No. 333-237999) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on May 5, 2020.
The Equity Offering closed on May 8, 2020. The Company expects to use the net proceeds from the Equity Offering for general corporate purposes.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Press Releases
On May 5, 2020, the Company issued a press release announcing the pricing of the Equity Offering at a price to the public of $11.00 per share and the upsizing of the amount of ordinary shares to be issued in the Equity Offering from $350 million to $400 million.
Subsequently, on May 7, 2020, the Company issued an additional press release announcing the Underwriters’ full exercise of their option to acquire an additional 5,454,545 ordinary shares. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
On May 5, 2020, NCL Corporation Ltd. (“NCLC”), a subsidiary of the Company, issued a press release announcing the pricing of its previously announced private offering of 6.00% exchangeable senior notes due 2024 (the “Exchangeable Notes”) (the “Exchangeable Notes Offering”) and the upsizing of the aggregate principal amount of Exchangeable Notes to be issued in the Exchangeable Notes Offering from $650 million to $750 million. Simultaneously therewith, NCLC also announced the pricing of its previously announced private offering of 12.25% senior secured notes due 2024 (the “Secured Notes”) (the “Secured Notes Offering”) and the upsizing of the aggregate principal amount of the Secured Notes to be issued in the Secured Notes Offering from $600 million to $675 million.
Subsequently, on May 7, 2020, NCLC issued an additional press release with respect to the Exchangeable Notes Offering, announcing the initial purchasers’ full exercise of their option to purchase an additional $112.5 million aggregate principal amount of the Exchangeable Notes. Copies of the press releases are furnished as Exhibits 99.3 and 99.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 8, 2020
| NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
| By: | /s/ Mark A. Kempa | |
| Name: | Mark A. Kempa | |
| Title: | Executive Vice President and Chief Financial Officer | |