Item 4. Purpose of Transaction.
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(a)-(j)
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The Reporting Persons purchased the Notes for investment purposes. Pursuant to the Investor Rights Agreement
(discussed further in Item 6, below), LC9 Skipper intends to exercise its right to nominate one member of and one observer to Holdings’ board of directors. Further, the Reporting Persons intend to review their investment in Holdings on a
continuing basis and in connection therewith, may have discussions with Holdings, which may include discussions regarding the corporate governance, financial condition, strategic transactions and/or operations of Holdings.
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The Reporting Persons may from time to time and at any time in the future, depending on various factors, including, without limitation, the
outcome of any discussions referenced above, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, take such actions with respect to their investment in
Holdings as they deem appropriate at the time including but not limited to: (i) acquiring additional Ordinary Shares and/or other equity, debt, notes, other securities, including but not limited to derivative or other instruments that are based
upon or relate to the value of the Ordinary Shares or Holdings (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) discussing the
various potential alternatives and strategies regarding Holdings with others, including but not limited to interested market and industry participants; (iv) entering into or amending agreements or understandings with other shareholders of
Holdings with respect to the voting, holding and/or disposition of Securities; or (v) proposing or considering any one or more of the actions described in subsections (a) through (j) of this Item 4 of Schedule 13.
Item 5. Interest in Securities of Holdings.
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(a), (b)
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The aggregate number of Ordinary Shares to which this Schedule 13D relates is 33,119,840 shares on an as
converted basis as of the date hereof. Based on 256,346,957 Ordinary Shares outstanding as of May 8, 2020, and assuming issuance of an additional 33,057,840 Ordinary Shares upon conversion of the Notes, the Reporting Persons’ total
beneficially owned Ordinary Shares represent approximately 11.4% of Holdings’ Ordinary Shares. Note, however, that 62,000 of the above-referenced Ordinary Shares are personally held by Scott A. Dahnke and are not beneficially owned by the other
Reporting Persons.
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Each of the Reporting Persons may be deemed the beneficial owner of the Ordinary Shares reported
herein (other than the 62,000 Ordinary Shares personally held by Scott A. Dahnke, with respect to which only Scott A. Dahnke is deemed the beneficial owner). Each of the Reporting Persons may be deemed to have the shared power to vote or to direct
the vote of (and the power to dispose or direct the disposition of) the Ordinary Shares reported herein (other than the 62,000 Ordinary Shares personally held by Scott A. Dahnke, with respect to which only Scott A. Dahnke is deemed to have the power
to vote or to direct the vote). Mr. Chu and Mr. Dahnke disclaim beneficial ownership of any Ordinary Shares held of record or beneficially owned by LC9 Skipper or LC9 Managers.
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(c)
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On May 5, 2020, LC9 Skipper, Holdings and NCLC entered into an investment agreement (the “Investment
Agreement”), pursuant to which NCLC agreed to sell and issue to LC9 Skipper (the “Transaction”) up to $400 million in aggregate principal amount of the Notes. The transactions contemplated by the Investment Agreement closed on
May 28, 2020.
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The Notes were issued pursuant to an indenture, dated the date of closing (“Indenture”). The
Notes accrue interest at a rate of 7.0% per annum for the first year post-issuance (which will accrete to the principal amount; such accretion, the “PIK Interest”), 4.5% per annum interest (which will accrete as PIK Interest) plus 3.0% per
annum cash interest for the following four years post issuance and 7.5% per annum in cash interest for the final year prior to maturity. Payments of the PIK Interest will increase the principal amount of the Notes beneficially owned by the Reporting
Persons and, as a result, the number of shares of Ordinary Shares into which the Notes beneficially owned by the Reporting Persons can be converted.
The Notes are guaranteed by Holdings on a senior basis. Holders of the Notes may exchange their Notes at their option into redeemable
preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged Notes, into a number of Holdings’ Ordinary Shares equal to the exchange rate. The
exchange rate is initially approximately 82.6446 Ordinary Shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of $12.10 per Ordinary Share, which represents a 10% premium to the price per Ordinary