NCL CORP Ltd.: debt financing — NCLC exchanges $353.9M of 5.375% notes for 0.875% notes due 2030 plus $64M cash

NCL CORP Ltd.

Exchanged $353,876,000 of 5.375% Exchangeable Senior Notes due 2025 for same principal of new 0.875% notes due 2030.
Issued $64,005,553 cash payment from parent NCLH's equity offering of 3,358,098 shares at $19.06 per share.
New notes mature April 15, 2030; interest payable semi-annually at 0.875%.
Initial exchange rate of 38.1570 ordinary shares per $1,000 principal; premium ~37.5% over equity offering price.
NCLC may redeem notes after April 20, 2028 if stock price ≥130% of exchange price for 20 of 30 trading days.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

NCL CORP Ltd. incurred convertible notes of $353,876,000 with U.S. Bank Trust Company, National Association at 0.875% per year maturing April 15, 2030.

Instrument: convertible notes
Principal: $353,876,000
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0.875% per year
Maturity: April 15, 2030
Event: incurrence

Exact text from the filing

On April 7, 2025, NCL Corporation Ltd. (“NCLC”) closed its previously announced exchanges (collectively, the “Exchange”) of $353,876,000 in aggregate principal amount of NCLC’s 5.375% Exchangeable Senior Notes due 2025 (the “2025 Notes”) held by certain institutional investors (collectively, the “Holders”) for (i) $353,876,000 in aggregate principal amount of NCLC’s newly issued 0.875% Exchangeable Senior Notes due 2030 (the “2030 Notes”)

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Source: SEC EDGAR

accession 0001104659-25-032647

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