Norwegian Cruise Line, commonly referred to as NCL or Norwegian, filed for an initial public offering (IPO) last month and hopes to start trading on the Nasdaq sometime this year under the symbol NCLH. The cruise line will form a new company, NCL Holdings, to be traded  as the holding company for the cruise line.
The company says it hopes to raise $250 million --  not a lot considering that its newest ship, Norwegian Epic, cost an estimated $1.2 billion. The line is also planning a  new “Project Breakaway” to build two more new ships at about $850 million apiece.
NCL filed for an IPO last year, but changed its mind in March 2011, citing the effect of the Japanese earthquake on its Asian partner, Genting HK, a Malaysian company that runs the Asian cruise line Star Cruises  and owns a 50% stake in NCL.
Genting previously acquired 100% of NCL in a dramatic bidding war back in 2000.  At the time, there was already an NCL Holding trading on the New York Stock Exchange that went public in 1999 it owned both  Norwegian Cruise Line and the smaller  Orient Line. In 1999, Carnival Corp. launched a hostile bid for NCL Holding,  offering shareholders a higher price than they could get on the open market. The  bid was equal to $900 million at the time, and it looked like Carnival would win the day.
But a few days later a surprise player  emerged:  Star Cruises of Malaysia. The company  acquired 20% of NCL Holdings overnight, and quickly increased its stake to 39%. It was not clear whether Star was working in concert with NCL to ward off Carnival, but in the end it didn’t matter since enough shares had been taken off the table to stop Carnival’s hostile takeover.
Once Star Cruises had sway with  the board of directors and it took NCL Holdings private  again to ward off future hostile takeovers. But then in 2007, Star Cruises sold 50% of  NCL to Apollo Management, led by Leon Black, for $1 billion. Apollo had also just acquired  Oceania Cruises (also for $1 billion) and would also gobble up Regent Seven Seas in 2008 (again  for $1 billion). Apollo subsequently sold 12.5% of its stake in NCL to TGP Viking Fund.
Today, Apollo and TGP have a majority on the NCL board of directors and they want to take it public again. According to the S-1 prospectus, the managing partners of the new NCL Holdings only have to hold their shares for 180 days before they can sell them on the open market.
Will Carnival be waiting in the wings  again? Carnival also tried to take over NCL in 1996 in a scheme to acquire $101 million in NCL junk bonds that paid 13% at the time. Carnival hoped the company might default on the bonds and place assets on sale. But NCL sold two ships before the bonds matured and managed to make good for the bondholders.
Even though it has  tried twice before to acquire NCL,  Carnival has grown dramatically since its earlier efforts. NCL only represents 11% of the cruise market, but Carnival Corp. -- which  owns Carnival Cruise Lines, Cunard, Holland America, Costa, Seabourn, Princess and P & O Cruises -- already controls  more than 51%  of the  worldwide cruise market. Royal Caribbean Cruises Ltd. owns most of what is left.
If either Carnival or Royal Caribbean tried to take over NCL now, it is most likely that  U.S. or   European regulators would raise antitrust issues.