---
schema_version: "secwatch.filing_event.v1"
accession: "0001410578-25-002064"
form_type: "8-K"
ticker: null
cik: "0001318742"
company_name: "NCL CORP Ltd."
filed_at: "2025-09-11T23:59:59+00:00"
generated_at: "2026-05-17T06:50:39.970219+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# NCL Corp closes $1.407B exchangeable notes offering; uses proceeds to repurchase 2027 notes

## Summary
- Issued $1.407B of 0.750% exchangeable senior notes due 2030; net proceeds ~$1.3814B after initial purchasers' discount.
- Repurchased ~$958M of 1.125% 2027 notes for ~$1.0095B and ~$449M of 2.50% 2027 notes for ~$480.5M, plus interest.
- Remaining outstanding 2027 notes: ~$192M of 1.125% notes and ~$24.2M of 2.50% notes.
- Funding from exchangeable notes, equity offering of 3.3M shares at $24.53/sh, and cash; expected to reduce fully diluted shares by ~38.1M.
- Exchangeable notes guaranteed by NCLH; initial exchange price ~$34.34/share, ~40% premium to equity offering price.

## SEC filing metadata
- accession: 0001410578-25-002064
- form_type: 8-K
- cik: 0001318742
- company_name: NCL CORP Ltd.
- filed_at: 2025-09-11T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1318742/000141057825002064/0001410578-25-002064-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1318742/000141057825002064/tm2525860d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001410578-25-002064
- JSON: https://secwatch.observer/filing/0001410578-25-002064.json
- Plain text: https://secwatch.observer/filing/0001410578-25-002064.txt

## Key facts
- Debt Financings
  NCL CORP Ltd. incurred convertible notes of $1,407.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 0.750% maturing September 15, 2030.
  - Instrument: convertible notes
  - Principal: $1,407.0 million aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 0.750%
  - Maturity: September 15, 2030
  - Event: incurrence
  source text: 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/1318742/000141057825002064/0001410578-25-002064-index.htm

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