Item 1.01 Entry into a Material Definitive Agreement.
Background
As previously disclosed, on
In connection with the Closing, the Company and NCLC entered into (i) an
investor rights agreement (the "Investor Rights Agreement") by and among the
Company, NCLC and the Investor on
Investor Rights Agreement
Pursuant to the terms of the Investor Rights Agreement, among other things, the
Investor is entitled to nominate one person who shall be appointed to the board
of directors of the Company (the "Board") promptly following the date of the
2020 annual general meeting of the shareholders, but in no event later than
In addition, until the later of (i) the Fall Away Date and (ii) the one-year anniversary of the Closing (the "Standstill Period"), the Investor and its affiliates are subject to a voting agreement with respect to certain matters. During the Standstill Period, the Investor and its affiliates are subject to customary standstill provisions.
The Investor Rights Agreement also provides for customary registration rights for the Investor and its affiliates, including demand and piggyback registration rights, beginning six months after the Closing and contains customary transfer restrictions.
The foregoing summary of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Indenture
The Indenture provides that until but not including
The Private Exchangeable Notes will mature on
The Private Exchangeable Notes will be exchangeable for NCLC's redeemable
preference shares at any time prior to the close of business on the business day
immediately preceding the Maturity Date. Upon exchange, the preference
shares will be immediately and automatically exchanged (without any further
action being required to be taken by exchanging holders of the Private
Exchangeable Notes), for each
NCLC may redeem the Private Exchangeable Notes, in whole but not in part, following the occurrence of certain tax law changes at a redemption price equal to 100% of the accreted principal amount of the Private Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Additionally, NCLC may redeem the Private Exchangeable Notes at its option on or
after
Upon the occurrence of a "fundamental change," which term includes certain change of control transactions, NCLC must offer to repurchase the Private Exchangeable Notes at a price equal to 100% of their accreted principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. In addition, if certain corporate events occur prior to the Maturity Date or if NCLC delivers a notice of tax redemption, NCLC will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its Private Exchangeable Notes in connection with such corporate event or notice of tax redemption, as the case may be.
The Indenture contains customary covenants and events of default.
The foregoing summary of the Indenture and the Private Exchangeable Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, including the form of Private Exchangeable Note contained therein, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 8.01 Other Events.
On
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements, estimates or projections contained in this report are
"forward-looking statements" within the meaning of the
· the spread of epidemics, pandemics and viral outbreaks, and specifically, COVID-19, on our financial condition and operations, which adversely affects our ability to obtain acceptable financing in an amount equal to the resulting reduction in cash from operations, and the current, and uncertain future, other impacts of the COVID-19 outbreak, including its effect on the ability or desire of people to travel (including on cruises), which are expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price; · our ability to develop strategies to enhance our health and safety protocols to adapt to the current pandemic environment's unique challenges once operations resume and to otherwise safely resume our operations when conditions allow; · coordination and cooperation with the CDC, the federal government and global public health authorities to take precautions to protect the health, safety and security of guests, crew and the communities visited and the implementation of any such precautions; · the accuracy of any appraisals of our assets as a result of the impact of COVID-19 or otherwise; · our success in reducing operating expenses and capital expenditures and the impact of any such reductions; · our guests' election to take cash refunds in lieu of future cruise credits or the continuation of any trends relating to such election; · trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto; · the unavailability of ports of call; · future increases in the price of, or major changes or reduction in, commercial airline services; · our ability to work with lenders and others or otherwise pursue options to defer or refinance our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; · adverse events impacting the security of travel, such as terrorist acts, armed conflict and threats thereof, acts of piracy, and other international events; · adverse incidents involving cruise ships; · adverse general economic and related factors, such as fluctuating or increasing levels of unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; · our potential future need for additional financing, which may not be available on favorable terms, or at all, and may be dilutive to existing shareholders; · any further impairment of our trademarks, trade names or goodwill; · breaches in data security or other disturbances to our information technology and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; · changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; · mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; · the risks and increased costs associated with operating internationally; · fluctuations in foreign currency exchange rates; · overcapacity in key markets or globally; · our expansion into and investments in new markets; · our inability to obtain adequate insurance coverage; · our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; · pending or threatened litigation, investigations and enforcement actions; · volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; · our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; · our reliance on third parties to provide hotel management services for certain ships and certain other services; · our inability to keep pace with developments in technology; · changes involving the tax and environmental regulatory regimes in which we operate; and · other factors set forth under "Risk Factors" in our most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and subsequent filings with theSEC .
Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown.
The above examples are not exhaustive and new risks emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, datedMay 28, 2020 , by and amongNCL Corporation Ltd. , as issuer,Norwegian Cruise Line Holdings Ltd. , as guarantor, andU.S. Bank National Association , as trustee. 10.1 Investor Rights Agreement, datedMay 28, 2020 , by and amongNorwegian Cruise Line Holdings Ltd. ,NCL Corporation Ltd. andLC9 Skipper, L.P. 99.1 Press Release ofNCL Corporation Ltd. , datedMay 28, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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