The holder of Norwegian Cruise Line Holdings' $400m exchangeable notes due 2026 could resell up to nearly 46.6m NCLH ordinary shares after exchanging the notes into shares, according to an S-3 registration.

L Catterton affiliate

The selling shareholder, LC9 Skipper, an affiliate of private equity firm L Catterton, may offer and sell or otherwise dispose of the ordinary shares from time to time through public or private transactions at prevailing market prices or at privately negotiated prices.

NCLH is not offering any ordinary shares and will not receive any proceeds from these sales.

The $400m notes issued May 28 are exchangeable into ordinary shares at the selling shareholder’s option.

NCLH’s top investor

The notes LC9 Skipper owns represent 36,363,600 shares, or a 12% stake of NCLH, if converted, plus 10,214,347 shares of payment-in-kind interest, or a 3.4% stake, based on the 256,347,472 NCLH shares outstanding as of June 30.

This would make LC9 Skipper NCLH’s top investor, followed by Vanguard with 24.4m shares, or a 9.5% stake (as of March 30).

The share numbers reflect the maximum number of ordinary shares issuable in exchange for all of LC9 Skipper’s exchangeable notes, based on the maximum exchange rate of 90.909 ordinary shares per $1,000 principal amount. The actual exchange rate is subject to adjustment and may go up or down but will not be more than 90.909 ordinary shares per $1,000 principal amount.

Entitled to nominate a director

Under an investor rights agreement that was part of the exchangeable notes sale, LC9 Skipper is entitled to nominate a director to the NCLH board. That was to take place following the company’s annual shareholders meeting on June 18 but no later than July 15.  

A director’s position is open following the resignation of Apollo Global Management’s Steve Martinez in June. 

L Catterton’s global co-CEOs Scott Dahnke and J. Michael Chu are members of the managing board of LC9 Managers, the general partner of LC9 Skipper.

NCLH closed at $15.99, up 72 cents, on Wednesday.