Exhibit 3.2
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND OTHER RIGHTS
OF
SERIES A-2 PREFERENCE SHARES
OF
NCL CORPORATION LTD.
_____________________________
Pursuant to bye-law 2.1 of the bye-laws of the Company
_____________________________
NCL Corporation Ltd., a Bermuda exempted limited company (the “Company”), certifies that, pursuant to the authority contained in the bye-laws of the Company (the “Bye-laws”) and resolutions of the board of directors of the Company (the “Board of Directors”) effective on May 6, 2020, the Board of Directors duly adopted the following resolution creating a series of preference shares of par value $1,000 each in the capital of the Company designated as “Series A-2 Preference Shares,” which resolution remains in full force and effect on the date hereof:
RESOLVED, that pursuant to bye-law 2.1 of the Bye-laws, the Board of Directors hereby designates, creates, authorizes and provides for the issuance of a series of preference shares of par value $1,000 each in the capital of the Company on the terms and with the voting powers, designations, preferences, and relative, participating or other special rights and such qualifications, limitations or restrictions set forth herein (in addition to those set forth in the Bye-laws). Capitalized terms used but not defined herein have the meanings ascribed to them in Section 9.
The Series A-2 Preference Shares shall, with respect to dividend distributions or distributions upon a Liquidation Event, rank senior to the Ordinary Shares and rank pari passu with all fully paid Preference Shares then in issue, except that a Series A-2 Preference Share has no priority and shall not participate in any dividend or other distribution declared, paid or made by reference to a record date prior to the Issuance Date of such Series A-2 Preference Share.
The Series A-2 Preference Shares shall only be issued upon the exercise of Conversion Right pursuant to the Conditions and shall be issued at the Series A-2 Paid-Up Value per Series A-2 Preference Share credited as fully paid.
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The Series A-2 Preference Shares shall be redeemed by the Company subject to applicable law and upon the following terms and conditions:
“Conditions” means the terms and conditions of the Convertible Notes as set out in the Indenture, as amended or modified from time to time.
“Conversion Right” means the right of a Noteholder at specified times in accordance with the Conditions to convert each Convertible Note into a number of Preference Shares equal to a fraction, the numerator of which is the accreted principal amount of the note immediately prior to the exercise of the exchange right thereto and the denominator of which is the Series A-2 Paid-Up Value, with each such Preference Share issued at a price equal to the Series A-2 Paid-Up Value (or with respect to a fraction of a Preference Share so issued, such fraction of the Series A-2 Paid-Up Value).
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“Convertible Notes” means the Exchangeable Senior Notes due 2026 issued by the Company constituted by the indenture, between, among others, the Company, the Parent (as guarantor) and U.S. Bank National Association (as trustee) (the “Indenture”).
“Holder” means any holder of Series A-2 Preference Shares from time to time.
“Liquidation Event” means a liquidation, dissolution or winding up of the Company.
“Noteholder” means a Person in whose name a Convertible Note is registered
“Ordinary Shares” means the ordinary shares of par value $0.0012 each in the capital of the Company having the rights set out in the Bye-laws.
“Parent” means Norwegian Cruise Lines Holdings Ltd., a Bermuda company the ordinary shares of which are listed on the NYSE under ticker symbol: NCLH.
“Parent Ordinary Shares” means ordinary shares of the Parent, par value $0.001 per share.
“Person” means an individual, any corporation, unlimited company, company limited by shares, company limited by guarantee, limited liability company, (limited) partnership (whether or not having separate legal personality), cooperative, association, foundation, business entity or other legal entity, a trust, a joint venture, an unincorporated organisation or a governmental entity or any department, agency or political subdivision thereof.
“Preference Shares” means preference shares of the Company designated as pari passu with Series A-2 Preference Shares, including the Series A-1 Preference Shares established as of the date hereof.
“Redemption Date” has the meaning set forth in Section 4.1.
“Series A-2 Paid-Up Value” has the meaning set forth in Section 2.
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IN WITNESS WHEREOF, NCL Corporation Ltd. has caused this Certificate of Designation of the Series A-2 Preference Shares to be signed by a director and authorized officer, on this 6th day of May, 2020.
NCL CORPORATION LTD.
By:/s/Mark Kempa
Name:Mark Kempa
Title: Executive Vice President and Chief
Financial Officer
[Certificate of Designations of the Series A-2 Preference Shares]