By Rebecca Melvin
New York, July 17 – NCL Corp. Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., priced an upsized $400 million of five-year exchangeable notes with a 5.375% coupon and a 25% initial exchange premium, according to a release.
The deal was initially talked at $250 million in size. Pricing came at the rich end of talked terms, which were for a coupon of 5.75% to 6.25% and an initial exchange premium of 20% to 25%.
The greenshoe was upsized to $60 million from $37.5 million.
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC were bookrunners of the Rule 144A deal.
The notes are exchangeable for series A preference shares of NCL Corp., which will be automatically exchangeable into Norwegian Cruise Line common shares.
The company also sold a $250 million secondary offering of 13.5 million shares at $15.00 per share and $675 million of senior secured straight notes due 2026. The straight notes are secured by a first-priority interest in, among other things, one of the company’s vessels.
The proceeds of both notes issues will be used to repay a $675 million senior secured revolving credit facility and to pay any related transaction fees and expenses, with the remainder of proceeds earmarked for general corporate purposes.
The exchangeables are non-callable, with no puts. There is standard takeover and dividend protection.
NCL Corp. is a Miami-based cruise line.
| Issuer: | NCL Corp Ltd.
|
| Securities: | Exchangeable notes
|
| Amount: | $400 million, upsized from $250 million
|
| Greenshoe: | $60 million, upsized from $37.5 million
|
| Maturity: | Aug. 1, 2025
|
| Bookrunners: | J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LL
|
| Coupon: | 5.375%
|
| Price: | Par
|
| Yield: | 5.375%
|
| Conversion premium: | 25%
|
| Conversion price: | $18.75
|
| Conversion rate: | 53.3333
|
| Call options: | None
|
| Put options: | No puts
|
| Takeover protection: | Yes, via standard make-whole table
|
| Dividend protection: | Yes, standard antidilution adjustments
|
| Pricing date: | July 16
|
| Settlement date: | July 21
|
| Distribution: | Rule 144A
|
| Talk: | 5.75%-6.25%, up 20%-25%
|
| Stock symbol: | NYSE: NCLH
|
| Stock price: | $15.00 in concurrent offering
|
| Market capitalization: | $3.92 billion
|
|
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
