Item 7.01 Regulation FD Disclosure.
On
The information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of NCLH's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On
NCLC intends to use the net proceeds from the Offering to repay a portion of the
term loans outstanding under its senior secured credit facility that will become
due in
The Notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act, and
outside
This report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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, including the COVID-19
pandemic, and their effect on the ability or desire of people to travel (including on cruises), which is expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price;
· implementing precautions in coordination with regulators and global public
health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with regulatory restrictions related to the pandemic;
· our indebtedness and restrictions in the agreements governing our indebtedness
that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
· our ability to work with lenders and others or otherwise pursue options to
defer, renegotiate, refinance or restructure 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;
· our need for additional financing or financing to optimize our balance sheet,
which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;
· the unavailability of ports of call;
· future increases in the price of, or major changes or reduction in, commercial
airline services;
· changes involving the tax and environmental regulatory regimes in which we
operate, including new regulations aimed at reducing greenhouse gas emissions;
· the accuracy of any appraisals of our assets as a result of the impact of the
COVID-19 pandemic or otherwise;
· our success in controlling operating expenses and capital expenditures;
· trends in, or changes to, future bookings and our ability to take future
reservations and receive deposits related thereto;
· adverse events impacting the security of travel, such as terrorist acts, armed
conflict, such asRussia's invasion ofUkraine , and threats thereof, acts of piracy, and other international events;
· adverse incidents involving cruise ships;
· adverse general economic and related factors, including as a result of the
impact of the COVID-19 pandemic,Russia's invasion ofUkraine or otherwise, such as fluctuating or increasing levels of interest rates, inflation, 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;
· 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;
· our inability to recruit or retain qualified personnel or the loss of key
personnel or employee relations issues;
· our inability to obtain adequate insurance coverage;
· pending or threatened litigation, investigations and enforcement actions;
· any further impairment of our trademarks, trade names or goodwill;
· 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 reliance on third parties to provide hotel management services for certain
ships and certain other services;
· fluctuations in foreign currency exchange rates;
· our expansion into new markets and investments in new markets and land-based
destination projects;
· overcapacity in key markets or globally; and
· other factors set forth under the section entitled "Risk Factors" in our Annual
Report on Form 10-K for the year endedDecember 31, 2021 and our Quarterly Reports on Form 10-Q for the periods endedMarch 31, 2022 ,June 30, 2022 andSeptember 30, 2022 .
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 pandemic,
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 99.1 Disclosure provided to potential investors. 99.2 Press Release ofNCL Corporation Ltd. , datedJanuary 19, 2023 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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