2 Mar, 2021

NCL Corp. completes 2-part bond offering; terms

NCL Corp. Ltd. on March 1 priced a $1.1 billion, two-part bond offering tight of talk, structured as $575 million of add-on 5.875% senior notes due March 2026 and a new $525 million tranche of 6.125% seven-year senior notes, sources said. J.P. Morgan and Mizuho were joint active bookrunners.

NCL initially proposed $550 million for each tranche. Proceeds will be used to repay existing debt under two of NCL's credit facilities, with the remaining funds used for general corporate purposes.

The company in December 2020 placed $850 million of the 2026 notes.

S&P Global Ratings yesterday lowered its issuer credit rating on NCL by one notch, to B, from B+, and also lowered all issue-level ratings by one notch. All ratings have been removed from CreditWatch, where they were placed with negative implications on Dec. 8, 2020.

"We believe U.S. cruising will largely remain suspended through at least the first half of 2021 and other markets may experience additional delays in the resumption of operations, resulting in a longer period of cash burn and more negative EBITDA in 2021 for global cruise operator, NCL Corp. Ltd., than we previously assumed," Ratings said.

Moody's on Feb. 10 placed the ratings of NCL on review for downgrade, including the B2 corporate family rating, B1 senior secured rating and Caa1 senior unsecured rating.

Miami-based NCL, a Norwegian Cruise Line Holdings subsidiary, is a cruise line operator. Terms:

Issuer NCL Corp. Ltd.
Ratings B-/Caa1
Amount $575 million (add-on)
Issue Senior notes (144A/Reg S for life)
Coupon 5.875%
Price 100
Yield 5.875%
Spread T+515
Maturity March 15, 2026
Call Non-call life (par call three months prior to maturity)
Price talk 99-99.5; 98-98.5 initial price thoughts (IPT)
Notes Upsized from $550 million; up to 40% equity claw at 105.875%
until Dec. 15, 2022; make-whole at T+50; change of control put at 101
Issuer NCL Finance Ltd.
Ratings B-/Caa1
Amount $525 million
Issue Senior notes (144A/Reg S for life)
Coupon 6.125%
Price 100
Yield 6.125%
Spread T+500
Maturity March 15, 2028
Call Non-call life (par call three months prior to maturity)
Price talk 6.25%-6.50%; 6.625% area IPT
Notes Downsized from $550 million
Joint active bookrunners JPM/Mizuho
Joint bookrunners Barc/BofA/BNPP/C/Citizens/Commerz/CACIB/DNB/FifthThird/GS/
HSBC/Seelaus/SEB/SocGen/Truist
Trade (date) March 1, 2021
Settle March 3, 2021