{"schema_version":"secwatch.filing_event.v1","accession":"0001410578-25-002024","form_type":"8-K","ticker":"NCLH","cik":"0001513761","company_name":"Norwegian Cruise Line Holdings Ltd.","filed_at":"2025-09-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.182169+00:00","generated_at":"2026-05-17T06:52:30.640860+00:00","sec_items":["1.01","2.03","3.02","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"NCLH issues $1.407B 0.75% exchangeable notes due 2030, repurchases $1.407B 2027 notes, issues 3.3M shares","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001410578-25-002024","json":"https://secwatch.observer/filing/0001410578-25-002024.json","markdown":"https://secwatch.observer/filing/0001410578-25-002024.md","text":"https://secwatch.observer/filing/0001410578-25-002024.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/0001410578-25-002024-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/tm2525857d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:52:30.640860+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1fed749935a7676b43ee8219abedef24f0bd1ff0","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/0001410578-25-002024-index.htm","confidence":0.98,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$1,407.0 million aggregate principal amount"},{"label":"Counterparty","value":"initial purchasers"},{"label":"Rate","value":"0.750% per year"},{"label":"Maturity","value":"September 15, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"6713dc2a757cbe1f008fa9a4e3c1b68894ccc423","claim":"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.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/0001410578-25-002024-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Shares","value":"$1,407.0 million aggregate principal amount of 0.750% exchangeable senior notes due 2030"},{"label":"Purchaser","value":"initial purchasers"},{"label":"Consideration","value":"gross proceeds of $1,407.0 million"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}