Item 1.01 Entry into a Material Definitive Agreement.
Exchangeable Notes Indenture
On
In connection with the Exchangeable Notes Offering, NCLC received gross proceeds
of
Interest on the Exchangeable Notes will accrue from
The Exchangeable Notes will be exchangeable for NCLC's redeemable preference
shares at any time prior to the close of business on the business day
immediately preceding the Maturity Date. Upon exchange, the preference shares
will be immediately and automatically exchanged (without any further action
being required to be taken by exchanging holders of the Exchangeable Notes), for
each
NCLC may redeem the Exchangeable Notes, in whole but not in part, following the occurrence of certain tax law changes at a redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Upon the occurrence of a "fundamental change," which term includes certain change of control transactions, NCLC must offer to repurchase the Exchangeable Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. In addition, if certain corporate events occur prior to the Maturity Date or if NCLC delivers a notice of tax redemption, NCLC will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its Exchangeable Notes in connection with such corporate event or notice of tax redemption, as the case may be.
The Exchangeable Notes Indenture contains customary covenants and events of default.
The foregoing summary of the Exchangeable Notes Indenture and the Exchangeable Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchangeable Notes Indenture and form of Exchangeable Note, which are attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Secured Notes Indenture
On
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Interest on the Secured Notes will accrue from
The Secured Notes and certain of the related guarantees will be secured by first-priority security interests in, among other things and subject to certain agreed security principles, collateral consisting of substantially all of the . . .
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Secured Notes Offering, on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of
The information set forth under "Exchangeable Notes Indenture" in Item 1.01 above is incorporated into this Item 3.02 by reference.
NCLC offered and sold the Exchangeable Notes to the initial purchasers in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and for resale by the
initial purchasers to qualified institutional buyers pursuant to the exemption
from registration provided by Rule 144A under the Securities Act. The
Exchangeable Notes, the preference shares and the ordinary shares of the Company
issuable upon the exchange of preference shares will not be registered under the
Securities Act or the securities laws of any other jurisdiction and may not be
offered or sold in
3 Item 8.01 Other Events. Equity Offering
On
The Equity Offering was made pursuant to a prospectus supplement, dated
The Equity Offering closed on
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 Release
On
On
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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
· the spread of epidemics, pandemics and viral outbreaks and specifically, the
COVID-19 outbreak, including its effect on the ability or desire of people to travel (including on cruises), which are expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price;
· our ability to develop strategies to enhance our health and safety protocols to
adapt to the current pandemic environment's unique challenges once operations resume and to otherwise safely resume our operations when conditions allow;
· coordination and cooperation with the CDC, the federal government and global
public health authorities to take precautions to protect the health, safety and security of guests, crew and the communities visited and the implementation of any such precautions;
· the accuracy of any appraisals of our assets as a result of the impact of
COVID-19 or otherwise;
· our success in reducing operating expenses and capital expenditures and the
impact of any such reductions;
· our guests' election to take cash refunds in lieu of future cruise credits or
the continuation of any trends relating to such election;
· trends in, or changes to, future bookings and our ability to take future
reservations and receive deposits related thereto;
· the unavailability of ports of call;
· future increases in the price of, or major changes or reduction in, commercial
airline services;
· our ability to work with lenders and others or otherwise pursue options to
defer or refinance 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;
· adverse events impacting the security of travel, such as terrorist acts, armed
conflict and threats thereof, acts of piracy, and other international events;
· adverse incidents involving cruise ships;
· adverse general economic and related factors, such as fluctuating or increasing
levels of 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;
· our potential future need for additional financing, which may not be available
on favorable terms, or at all, and may be dilutive to existing shareholders;
· any further impairment of our trademarks, trade names or goodwill;
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· 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;
· fluctuations in foreign currency exchange rates;
· overcapacity in key markets or globally;
· our expansion into and investments in new markets;
· our inability to obtain adequate insurance coverage;
· our indebtedness and restrictions in the agreements governing our indebtedness
that require us to maintain minimum levels of liquidity and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
· pending or threatened litigation, investigations and enforcement actions;
· 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 inability to recruit or retain qualified personnel or the loss of key
personnel or employee relations issues;
· our reliance on third parties to provide hotel management services for certain
ships and certain other services;
· our inability to keep pace with developments in technology;
· changes involving the tax and environmental regulatory regimes in which we
operate; and
· other factors set forth under "Risk Factors" in our Annual Report on Form 10-K
for the year endedDecember 31, 2019 and our Quarterly Report on Form 10-Q for the three months endedMarch 31, 2020 .
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 outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedJuly 16, 2020 , betweenNorwegian Cruise Line Holdings Ltd. andJ.P. Morgan Securities LLC , Citigroup Global Markets Inc. andGoldman Sachs & Co. LLC , as representatives of the several underwriters named in Schedule A therein. 4.1 Indenture, datedJuly 21, 2020 , by and amongNCL Corporation Ltd. , as issuer,Norwegian Cruise Line Holdings Ltd. , as guarantor, andU.S. Bank National Association , as trustee. 4.2 Indenture, datedJuly 21, 2020 , by and amongNCL Corporation Ltd. , as issuer, the guarantors party thereto andU.S. Bank National Association , as trustee, principal paying agent, transfer agent, registrar and security agent. 5.1 Opinion ofWalkers (Bermuda) Limited . 23.1 Consent ofWalkers (Bermuda) Limited (included in Exhibit 5.1). 99.1 Press Release ofNorwegian Cruise Line Holdings Ltd. , datedJuly 16, 2020 . 99.2 Press Release ofNCL Corporation Ltd. , datedJuly 16, 2020 . 99.3 Press Release ofNorwegian Cruise Line Holdings Ltd. , datedJuly 20, 2020 . 99.4 Press Release ofNorwegian Cruise Line Holdings Ltd. , datedJuly 21, 2020 . 99.5 Press Release ofNCL Corporation Ltd. , datedJuly 21, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 7
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