UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
As previously disclosed, on May 28, 2020, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), issued and sold $400 million in aggregate principal amount of NCLC’s exchangeable senior notes due 2026 to an affiliate of L Catterton (the “Investor”). NCLH and NCLC entered into an investor rights agreement with the Investor at the closing of the transaction, which, among other things, provides for customary registration rights for the Investor and its affiliates. Pursuant to its obligations under the investor rights agreement, NCLH expects to file with the Securities and Exchange Commission a registration statement on Form S-3.
In connection with such filing, in Exhibit 99.1 to this report, (i) NCLH updated Note 2 of its consolidated financial statements (“Financial Statements”) in its Current Report on Form 8-K filed on May 5, 2020, which was filed to update its Annual Report on Form 10-K for the year ended December 31, 2019, to update the “Liquidity and Management’s Plan” discussion and updated Note 18 to add a discussion on its recent debt and equity transactions, debt amortization deferrals and litigation matters and investigations by governmental agencies since December 31, 2019 in connection with events surrounding COVID-19 and (ii) NCLH’s independent registered public accounting firm reissued its report to include an explanatory paragraph relating to the removal of substantial doubt about NCLH’s ability to continue as a going concern, and an emphasis of matter paragraph relating to the impact of COVID-19 and NCLH’s liquidity and management plans. Other than as described in the preceding sentences, Exhibit 99.1 does not revise, modify, update or otherwise affect the Financial Statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
23.1 |
| Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
99.1 | | |
101 | | The following materials from Norwegian Cruise Line Holdings Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 27, 2020, as revised by this Current Report on Form 8-K, formatted in Inline XBRL: (i) the Consolidated Statements of Operations of NCLH for the years ended December 31, 2019, 2018 and 2017; (ii) the Consolidated Statements of Comprehensive Income of NCLH for the years ended December 31, 2019, 2018 and 2017; (iii) the Consolidated Balance Sheets of NCLH as of December 31, 2019 and 2018; (iv) the Consolidated Statements of Cash Flows of NCLH for the years ended December 31, 2019, 2018 and 2017; (v) the Consolidated Statements of Changes in Shareholders’ Equity of NCLH for the years ended December 31, 2019, 2018 and 2017; and (vi) the Notes to the Consolidated Financial Statements. |
104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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 thereunto duly authorized.
Date: July 8, 2020
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| NORWEGIAN CRUISE LINE HOLDINGS LTD. | |
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| By: | /s/ Mark A Kempa |
| Name: Mark A. Kempa | |
| Title: Executive Vice President and Chief Financial Officer | |
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