NCL Corporation Ltd. Issues $680.0 Million Aggregate Principal Amount of 5.25% Senior Unsecured Notes Due 2019; Announces Amendment to Senior Secured Credit Facility
Nov 20 14
On November 19, 2014, NCL Corporation Ltd. (NCLC) issued $680.0 million aggregate principal amount of 5.25% senior unsecured notes due 2019, which mature on November 15, 2019, pursuant to an indenture, dated as of November 19, 2014, between NCLC and U.S. Bank National Association, as trustee. NCLC used the net proceeds from the offering of the 5.25% Notes to fund a portion of the purchase price and related fees and expenses for the Acquisition by Norwegian of Prestige Cruises International Inc. NCLC financed the remaining portion of the Acquisition, as well as refinanced credit facilities of Seven Seas Cruises S. DE R.L. and Oceania Cruises Inc., each a subsidiary of Prestige, and satisfied and discharged the indenture governing Regent's Second-Priority Senior Secured Notes due 2019, using $1.05 billion of borrowings under its New Term Loan A Facility and New Term Loan B Facility (each as defined below), available cash and the issuance of additional Norwegian Ordinary Shares. NCLC will pay interest on the 5.25% Notes at 5.25% per annum, semiannually on May 15 and November 15 of each year, commencing on May 15, 2015, to holders of record at the close of business on the immediately preceding May 1 and November 1, respectively. NCLC may redeem the 5.25% Notes, in whole or part, at any time prior to November 15, 2016, at a price equal to 100% of the principal amount of the 5.25% Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date and a "make-whole premium. NCLC may redeem the 5.25% Notes, in whole or in part, on or after November 15, 2016, at the redemption prices set in the Indenture. At any time on or prior to November 15, 2016, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 5.25% Notes at a redemption price equal to 105.250% of the face amount thereof with an amount equal to the net proceeds of one or more equity offerings, so long as at least 60% of the aggregate principal amount of the 5.25% Notes issued remains outstanding following such redemption.
In contemplation of the Acquisition, NCLC amended and restated its credit agreement dated May 24, 2013, pursuant to an amended and restated credit agreement, dated as of October 31, 2014, but effective as of the closing of the Acquisition, with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and a syndicate of other banks party thereto as joint bookrunners, arrangers, co-documentation agents and lenders in order to, among other things, provide for the New Term Loan A Facility and the addition of guarantors and collateral to what previously secured NCLC's obligations under the Existing Senior Secured Credit Facility. Consequently, with the consummation of the Acquisition, the Amended and Restated Senior Secured Credit Facility has additional guarantees from Insignia Vessel Acquisition, LLC, Nautica Acquisition, LLC, Regatta Acquisition, LLC, Mariner, LLC, Voyager Vessel Company, LLC and Navigator Vessel Company, LLC (all subsidiaries of Prestige) and additional collateral in respect of the following ships: Insignia, Nautica, Regatta, Seven Seas Mariner, Seven Seas Voyager and Seven Seas Navigator, and the related stock pledges of the additional guarantors. On November 19, 2014, concurrently with the closing of the Acquisition, NCLC borrowed an incremental $700.0 million under the Amended and Restated Senior Secured Credit Facility, which has substantially the same terms as the existing term loans under the Existing Senior Secured Credit Facility. Interest Rate and Fees. Borrowings under the New Term Loan A Facility bear interest at a rate per annum equal to (i) an adjusted LIBOR rate or (ii) a base rate determined by reference to the higher of (a) the federal funds rate plus 0.50%, (b) the prime rate of JPM and (c) the one-month adjusted LIBOR rate, in each case plus an applicable margin that is determined by reference to a total leverage ratio, with an applicable margin of between 2.25% and 1.50% with respect to Eurocurrency loans and between 1.25% and 0.50% with respect to base rate loans. The initial applicable margin for borrowings is 2.25% with respect to Eurocurrency borrowings and 1.25% with respect to base rate borrowings. Voluntary Prepayments. NCLC may voluntarily repay outstanding loans under the New Term Loan A Facility at any time without premium or penalty, subject to customary breakage costs with respect to Eurocurrency loans. Amortization. NCLC is required to repay the loans under the New Term Loan A Facility in quarterly installments commencing in December 2014, in an aggregate principal amount equal to in the case of installments payable on or prior to May 24, 2015, 1.25% of outstanding loans originally funded under the New Term Loan A Facility and in the case of installments payable after May 24, 2015, 2.50% of outstanding loans originally funded under the New Term Loan A Facility, with the remaining unpaid principal amount of loans under the New Term Loan A Facility due and payable in full at maturity, on May 24, 2018. Also concurrently with the closing of the Acquisition, NCLC entered into a new $350.0 million senior secured term B facility under an incremental assumption agreement. Such New Term Loan B Facility was implemented as an incremental facility to the Amended and Restated Senior Secured Credit Facility and has substantially the same terms as the existing term loans and the New Term Loan A Facility, other than with respect to interest rates, voluntary prepayments, amortization and maturity. The applicable margin under the New Term Loan B Facility is 3.25% with respect to Eurocurrency loans (with a LIBOR floor of 0.75%) and 2.25% with respect to base rate loans. NCLC may voluntarily repay outstanding loans under the New Term Loan B Facility at any time subject to a 1% premium to the extent the prepayment occurs within 12 months of the closing date in connection with a repricing transaction. NCLC is required to repay the loans under the New Term Loan B Facility in quarterly installments, commencing in March 2015, in an aggregate principal amount equal to 0.25% of the loans outstanding immediately after the Closing Date, with the remaining unpaid principal amount of loans under the New Term Loan B Facility due and payable in full at maturity. The New Term Loan B Facility has a term of seven years.