Norwegian Cruise Line Holdings Ltd. (NCLH): debt financing — NCLH issues $1.407B 0.75% exchangeable notes due 2030, repurchases $1.407B 2027 notes, issues 3.3M shares

Norwegian Cruise Line Holdings Ltd.

Closed $1.407B aggregate principal of 0.750% exchangeable notes due 2030; net proceeds ~$1.381B.
Completed registered direct offering of 3,313,868 ordinary shares at $24.53 per share.
Used proceeds to repurchase $958M of 1.125% and $449M of 2.50% 2027 exchangeable notes at a premium.
Transactions expected to reduce fully diluted shares by ~38.1M; leverage essentially neutral.
After repurchase, ~$192M of 1.125% and ~$24.2M of 2.5% 2027 notes remain outstanding.

item 1.01 item 2.03 item 3.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.98

Norwegian Cruise Line Holdings Ltd. incurred convertible notes of $1,407.0 million aggregate principal amount with initial purchasers at 0.750% per year maturing September 15, 2030.

Instrument: convertible notes
Principal: $1,407.0 million aggregate principal amount
Counterparty: initial purchasers
Rate: 0.750% per year
Maturity: September 15, 2030
Event: incurrence

Exact text from the filing

On September 11, 2025, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), closed its previously announced private offering (the “Exchangeable Notes Offering”) of $1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030 (the “Exchangeable Notes”), which includes $107.0 million aggregate principal amount of Exchangeable Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional Exchangeable Notes.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Norwegian Cruise Line Holdings Ltd. issued $1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030 of convertible note to initial purchasers for gross proceeds of $1,407.0 million.

Security: convertible note
Shares: $1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030
Purchaser: initial purchasers
Consideration: gross proceeds of $1,407.0 million

Exact text from the filing

On September 11, 2025, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), closed its previously announced private offering (the “Exchangeable Notes Offering”) of $1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030 (the “Exchangeable Notes”)

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7 debt financings filed in the last 30 days. Browse all debt financings →

Norwegian Cruise Line Holdings Ltd. filing history →

Source: SEC EDGAR

accession 0001410578-25-002024

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