Advising Norwegian Cruise Line Holdings Ltd. on $950m senior notes offering

Our Bermuda Finance team acted as Bermuda counsel to NCL Corporation Ltd. (NCLC), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH), in connection with its private offering of $950m aggregate principal amount of 8.750% senior notes due 2031. The notes are senior unsecured obligations of NCLC and mature on 15 October 2031.

The proceeds from the offering, together with cash on hand, are being used to redeem all $525m aggregate principal amount of the outstanding 6.125% Senior Notes due 2028 issued by NCL Finance, Ltd., repay approximately $376.3m of outstanding borrowings under NCLC's existing senior secured revolving loan facility and prepay approximately $42.2m of outstanding borrowings under certain export-credit backed financing facilities, together with accrued interest and related transaction premiums, fees and expenses.

Kirkland & Ellis LLP acted as U.S. counsel to NCLC, with Walkers advising on Bermuda law matters. Davis Polk & Wardwell LLP acted as U.S. counsel to the initial purchasers. Our team was led by partner Adam Bathgate, working alongside associate Korin Knights.

Congratulations to the NCL team and all involved. It was a pleasure working with you on this transaction.