Walkers Acts on 3 Major Norwegian Cruise Line Transactions

Walkers is pleased to announce that it has acted as offshore counsel to Norwegian Cruise Line Holdings Ltd ("Norwegian") on three separate significant financing transactions, equating to $2 billion, which were completed during May.

Most recently, Walkers acted as joint Bermuda, BVI and Cayman Islands counsel to NCL Corporation Ltd ("NCLC"), a subsidiary of Norwegian, as it closed its private offering of $675 million aggregate principal amount of its 12.25% senior secured notes due 2024 (the “Secured Notes”) which closed on 14 May 2020.

As well as advising NCLC as issuer of the Secured Notes, the Walkers teams advised on the creation of security interests over, among other things, shares in certain subsidiary guarantors, two of NCLC's vessels, material intellectual property and two islands used in the operations of the cruise business.

Walkers was led by partners Adam Bathgate (Bermuda) and Matthew Cowman (BVI) with assistance from senior counsels Omonike Robinson-Pickering (BVI) and Sarah Humpleby (Cayman) along with associates Korin Knights (Bermuda), Brittney Smith (BVI) and Liam Woodward (Cayman).

Secondly, Walkers acted as Bermuda counsel to NCLC as it closed its private offering of $862.5 million aggregate principal amount of its 6.00% exchangeable senior notes due 2024 (the “Exchangeable Notes”) on 11 May 2020.

Also closing on 11 May 2020, Walkers acted as Bermuda counsel to Norwegian as on its underwritten public offering of 41,818,181 ordinary shares of the Company (the “Offering”) at a price to the public of $11.00 per share.

Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc. and UBS Securities LLC acted as joint book-running managers for the Offering.

The Walkers team for the issue of the Exchangeable Notes and the Offering was led by partners Jonathan Betts and Natalie Neto with assistance from senior associate Nathalie West.

Partner, and head of Walkers' Bermuda Finance & Corporate practice, Jonathan Betts commented: "We have a long history of advising Norwegian Cruise Lines and I am delighted that we were able to assist this marquee cruise operator on these important financing transactions – the teams across our three offices did a tremendous job. This combined $2 billion fundraising is earmarked for general corporate purposes and are important to the group in the current environment, which is challenging for all in the cruise line industry".