NCL Corporation Ltd. Announces Proposed Offerings of Senior Notes and Exchangeable Notes

Rhea-AI Summary

Norwegian Cruise Line Holdings (NYSE:NCLH) subsidiary NCL Corporation announced two significant debt offerings: $2.05 billion in senior notes (split between 2031 and 2033 maturities) and $1.2 billion in exchangeable senior notes due 2030.

The company plans to use proceeds from the senior notes offering to fund a tender offer for its 2026 and 2027 notes, redeem remaining notes not tendered, and redeem all 8.125% senior secured notes due 2029. The exchangeable notes proceeds, combined with a separate equity offering, will be used to repurchase portions of existing 1.125% and 2.50% exchangeable notes due 2027.

The offerings are limited to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.

Positive

• None.

Negative

• Significant new debt issuance of $3.25 billion plus additional $120 million option
• Multiple concurrent offerings increase execution complexity and market risk
• New exchangeable notes could lead to potential future dilution if converted to shares

News Market Reaction – NCLH

-4.40%

1 alert

-4.40% News Effect

On the day this news was published, NCLH declined 4.40%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

MIAMI, Sept. 08, 2025 (GLOBE NEWSWIRE) -- NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (“NCLH”), announced today that it is proposing to sell $1,025.0 million aggregate principal amount of its senior notes due 2031 (the “2031 Unsecured Notes”) and $1,025.0 million aggregate principal amount of its senior notes due 2033 (the “2033 Unsecured Notes” and, collectively with the 2031 Unsecured Notes, the “Unsecured Notes”) in a private offering (the “Unsecured Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

NCLC intends to use the net proceeds from the Unsecured Notes Offering, together with cash on hand, to (i) fund its separately announced concurrent tender offer (the “Tender Offer”) for its 5.875% senior notes due 2026 (the “2026 Notes”) and its 5.875% senior secured notes due 2027 (the “2027 Notes”), (ii) redeem all of the 2026 Notes and 2027 Notes that are not accepted for purchase in the Tender Offer, (iii) redeem all of its 8.125% senior secured notes due 2029 (the “2029 Notes”) and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses. The Tender Offer and the redemption of the 2029 Notes are conditioned on the consummation of the Unsecured Notes Offering. The Unsecured Notes Offering, however, is not conditioned on the consummation of the Tender Offer (including the tender of any threshold amount of 2026 Notes and 2027 Notes as part of the Tender Offer) or the redemption of the 2029 Notes.

NCLC also announced today that it is proposing to sell $1,200.0 million aggregate principal amount of its exchangeable senior notes due 2030 (the “Exchangeable Notes”) in a private offering (the “Exchangeable Notes Offering”) that is exempt from the registration requirements of the Securities Act.

NCLC intends to grant the initial purchasers of the Exchangeable Notes an option to purchase, during a 13-day period beginning on, and including, the first day on which the Exchangeable Notes are issued, up to an additional $120.0 million aggregate principal amount of Exchangeable Notes. The Exchangeable Notes will be general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding March 15, 2030, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after March 15, 2030 until the close of business on the business day immediately preceding the maturity date of the Exchangeable Notes, regardless of whether such conditions have been met. Upon exchange of the Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares of NCLH (“ordinary shares”) or a combination of cash and ordinary shares, at NCLC’s election, in respect of the remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes to be exchanged.

NCLC intends to use the net proceeds from the Exchangeable Notes Offering, together with the net proceeds of NCLH’s separately-announced registered direct offering of its ordinary shares (the “Equity Offering”), to repurchase (the “Repurchases”) (through its agent) a portion of its 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027 (collectively, the “2027 Exchangeable Notes”). The Repurchases are conditioned upon the consummation of the Exchangeable Notes Offering and the consummation of the Equity Offering, and the consummation of the Exchangeable Notes Offering and the Equity Offering are conditioned upon the consummation of the Repurchases.

The Unsecured Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Exchangeable Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Unsecured Notes, the Exchangeable Notes, the related guarantee of NCLH and the ordinary shares issuable upon exchange of the Exchangeable Notes, if any, will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release also shall not constitute an offer to purchase, a solicitation of an offer to sell, or a notice of redemption with respect to the 2026 Notes, the 2027 Notes, the 2029 Notes or the 2027 Exchangeable Notes.

About Norwegian Cruise Line Holdings Ltd.

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. With a combined fleet of 34 ships and more than 71,000 Berths, NCLH offers itineraries to approximately 700 destinations worldwide. NCLH expects to add 13 additional ships across its three brands through 2036, which will add over 38,400 Berths to its fleet.

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this press release are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the Unsecured Notes Offering, the Exchangeable Notes Offering and the use of proceeds therefrom, may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Investor Relations & Media Contact

Sarah Inmon
(786) 812-3233
InvestorRelations@nclcorp.com

FAQ

How much is Norwegian Cruise Line (NCLH) planning to raise in its 2025 notes offerings?

NCLH is planning to raise $2.05 billion in senior notes (split between 2031 and 2033 maturities) and $1.2 billion in exchangeable senior notes due 2030, with an option for an additional $120 million in exchangeable notes.

What will Norwegian Cruise Line use the proceeds from its 2025 debt offerings for?

The senior notes proceeds will be used to fund tender offers for 2026/2027 notes and redeem 2029 notes. The exchangeable notes proceeds, combined with an equity offering, will be used to repurchase portions of existing 2027 exchangeable notes.

What are the exchange terms for NCLH's 2030 exchangeable notes?

Holders can exchange notes before March 15, 2030 (subject to conditions) or after until maturity. NCLC will pay cash up to principal amount and can choose to settle the remainder in cash, NCLH shares, or a combination.

Who can participate in Norwegian Cruise Line's 2025 notes offerings?

The offerings are restricted to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S. They are not registered under the Securities Act and not available to general public investors.