The transactions included new debt, exchangeable debt, registered direct equity offerings and concurrent tender offers

Davis Polk advised the representative of the initial purchasers in connection with a Rule 144A / Regulation S offering by NCL Corporation Ltd. (NCLC), a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. (NCLH), of $1.2 billion aggregate principal amount of its 5.875% senior notes due 2031 and $850 million aggregate principal amount of its 6.250% senior notes due 2033. Davis Polk also advised the representative of the initial purchasers in connection with a Rule 144A offering by NCLC of $1.4 billion aggregate principal amount of its 0.750% exchangeable senior notes due 2030, including $107 million aggregate principal amount of notes issued in connection with the full exercise by the initial purchasers of their option to purchase additional notes. In addition, Davis Polk advised the sole placement agent in connection with the SEC-registered direct offering by NCLH of an aggregate 3,313,868 of its ordinary shares that raised approximately $81 million in gross proceeds.

Concurrently with the offerings, Davis Polk advised the dealer manager in connection with NCLC’s cash tender offer to repurchase any and all of the $225 million aggregate principal amount outstanding of its 5.875% senior notes due 2026 and $1 billion aggregate principal amount outstanding of its 5.875% senior secured notes due 2027. Davis Polk also advised the agent in connection with NCLC’s repurchase of $958 million aggregate principal amount of 1.125% exchangeable senior notes due 2027 and $449 million aggregate principal amount outstanding of 2.50% exchangeable senior notes due 2027. The cash tender offer was funded with the proceeds of the senior notes offering. The exchangeable notes repurchase was funded with the proceeds of the exchangeable notes offering and registered direct offering.

NCLH is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. With a combined fleet of 34 ships with more than 71,000 berths, NCLH offers itineraries to approximately 700 destinations worldwide.

The Davis Polk capital markets team included partner John B. Meade, counsel Michael Stromquist and associates Marquis J. Pullen and Adam Pukier. The equity derivatives team included partners Mark M. Mendez and Randall Derek Walters, counsel M. Faisal Baloch and associate Melissa X. Estrada. Counsel Yixuan Long and associate Bryce Maxey provided tax advice. All members of the Davis Polk team are based in the New York office.

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