Norwegian Cruise Line $1.15 billion senior exchangeable notes offering

Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A offering by NCL Corporation Ltd. (“NCLC”), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”),  of $1.15 billion aggregate principal amount of its 1.125% exchangeable senior notes due 2027, including $150 million aggregate principal amount of notes issued in connection with the full exercise by the initial purchasers of their option to purchase additional notes.

NCLH is a leading global cruise company that operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. With a combined fleet of 28 ships with approximately 59,150 berths, these brands offer itineraries to more than 490 destinations worldwide. NCLH’s shares are traded on the New York Stock Exchange.

The Davis Polk capital markets team included partner John B. Meade, counsel Joseph S. Payne and associate Amber Leary. The equity derivatives team included partner John M. Brandow, counsel Faisal Baloch and associate Lindsey B. Meyers-Perez. Partner Michael Farber and associates Ben Levenback and Eitan Ulmer provided U.S. tax advice. Counsel David A. Zilberberg provided environmental advice. Members of the Davis Polk team are based in the New York and London offices.