By Abigail W. Adams
Portland, Me., May 6 – NCL Corp. Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., priced an upsized $750 million of four-year exchangeable notes after the market close on Tuesday at par with a coupon of 6% and an initial conversion premium of 25%, according to a company news release.
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, which carries an upsized greenshoe of $112.5 million.
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 Corp., 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.
NCL Corp. is a Miami-based cruise line.
| Issuer: | NCL Corp Ltd.
|
| Securities: | Exchangeable notes
|
| Amount: | $750 million
|
| Greenshoe: | $112.5 million
|
| Maturity: | May 15, 2024
|
| Bookrunners: | J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Mizuho Securities USA Inc. and UBS Securities LLC
|
| Coupon: | 6%
|
| Price: | Par
|
| Yield: | 6%
|
| Conversion premium: | 25%
|
| Conversion price: | $13.75
|
| Conversion rate: | 72.7273
|
| Call options: | None
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 5
|
| Settlement date: | May 8
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 5.75% to 6.25% and initial exchange premium of 20% to 25%
|
| Stock symbol: | NYSE: NCLH
|
| Stock price: | $11.00 in concurrent offering
|
| Market capitalization: | $2.4 billion
|
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