Norwegian Cruise greenshoe lifts 6% exchangeables to $862.5 million

By Marisa Wong

Los Angeles, May 7 – NCL Corp. Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., announced that the underwriters of its offering of 6% exchangeable notes due 2024 exercised their $112.5 million over-allotment option in full, bringing the total size of the issue to $862.5 million.

NCL priced an upsized $750 million of the four-year exchangeable notes after the market close on Tuesday at par with a coupon of 6% and an initial conversion premium of 25%, as previously reported.

Pricing came at the midpoint of talk for a coupon of 5.75% to 6.25% and at the rich end of talk for an initial exchange premium of 20% to 25%, according to a market source.

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Mizuho Securities USA Inc. and UBS Securities LLC were active bookrunners for the Rule 144A offering.

The initial size of the offering was $650 million with a greenshoe of $97.5 million.

The notes are exchangeable for series A preference shares of NCL, which will be automatically exchangeable into Norwegian Cruise Line common shares.

The notes are non-callable.

There is dividend protection.

Concurrently with the convertible notes offering, the company also priced an upsized offering of $675 million 12¼% senior secured notes due 2024 at 99 to yield 12.575% and a secondary offering of 36,363,636 common shares, which priced at $11.00 per share.

Proceeds will be used for general corporate purposes.

The cruise line is based in Miami.

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