Norwegian Cruise Line (NCL Corporation Ltd., “Norwegian” or the “Company”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (Nasdaq:NCLH), announced today that it is proposing to issue $680 million aggregate principal amount of senior unsecured notes due 2019 (the “Notes”) in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The Company intends to use the net proceeds from the Offering to fund a portion of the purchase price and related fees and expenses for the previously announced acquisition of Prestige Cruises International, Inc. (“Prestige”) for $3.025 billion including assumption of debt. Norwegian intends to finance the remaining portion of the Prestige acquisition, as well as to refinance Prestige’s Oceania and Regent Credit Facilities and satisfy and discharge the indenture governing Prestige’s Regent Senior Secured Notes using $1.05 billion of borrowings under its New Term Loan A and New Term Loan B facilities (the “New Term Loans”), available cash and an additional share issuance. The Offering and the New Term loans are expected to close concurrently with the Prestige acquisition.
The Notes are being offered only to 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 have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from

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