---
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"
generated_at: "2026-05-17T06:52:30.640860+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# NCLH issues $1.407B 0.75% exchangeable notes due 2030, repurchases $1.407B 2027 notes, issues 3.3M shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001410578-25-002024
- JSON: https://secwatch.observer/filing/0001410578-25-002024.json
- Plain text: https://secwatch.observer/filing/0001410578-25-002024.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/0001410578-25-002024-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1513761/000141057825002024/0001410578-25-002024-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.