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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): March 26, 2026
NORWEGIAN
CRUISE LINE HOLDINGS LTD.
(Exact name of Registrant as Specified in its Charter)
| Bermuda | |
001-35784 | |
98-0691007 |
(State or Other
Jurisdiction of Incorporation) | |
(Commission
File Number) | |
(I.R.S. Employer
Identification No.) |
7665
Corporate Center Drive, Miami,
Florida 33126
(Address of Principal Executive Offices)
(305)
436-4000
(Registrant’s telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Ordinary
shares, par value $0.001 per share |
|
NCLH |
|
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March
26, 2026, Norwegian Cruise Line Holdings Ltd. (the “Company”) entered into a Cooperation Agreement (the “Cooperation
Agreement”) with Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited
partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Elliott Party,” and together,
the “Elliott Parties”).
Pursuant
to the Cooperation Agreement, the Company has agreed to, among other things, (i) appoint Jonathan Cohen, Alex Cruz, Brian MacDonald
and Kevin Lansberry to the Board, effective as of March 31, 2026 (the “Effective Date”), to such classes specified under Item
5.02 of this Current Report on Form 8-K; (ii) appoint John W. Chidsey as the Chairman of the Board and Alex Cruz as the Lead
Independent Director of the Company, effective as of the Effective Date, and (iii) nominate each of Zillah
Byng-Thorne, Alex Cruz, and Linda P. Jojo to stand for election as a director at the annual general meeting of shareholders in 2026 (the
“2026 Annual Meeting”) with a term expiring at the annual general meeting of shareholders in 2029. In addition, the
Company and the Elliott Parties will use reasonable best efforts to identify an additional mutually agreeable independent director (the
“Additional Director”) to be appointed to the Board on or before September 30, 2026, provided that the Company determines
it to be necessary and desirable to appoint an additional independent director in consultation with the Elliott Parties. The Company also
agreed that the Board will reconstitute each of the committees of the Board such that the newly appointed directors receive proportionate
representation on each committee.
The
Cooperation Agreement further provides that in the event that any New Director is unable or unwilling to serve as a director or resigns
as a director, is removed as a director or ceases to be a director for any other reason prior to the annual general meeting of shareholders
in 2027 (the “2027 Annual Meeting”), the Company and the Elliott Parties will cooperate in good faith to select a mutually
agreeable substitute director; provided, that at such time the Elliott Parties beneficially own a “net-long position”
of, or have aggregate net-long economic exposure to, at least 3% of the Company’s then-outstanding ordinary shares,
$0.001 par value per share.
The
Cooperation Agreement includes certain voting commitments, customary standstill restrictions and non-disparagement provisions that remain
in place until the earlier of (x) the date that is 30 calendar days prior to the notice deadline under the organizational documents
for nominations of director candidates for election to the Board at the 2027 Annual Meeting and (y) February 11, 2027 (such
period, the “Cooperation Period”).
The information
set forth under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
The Cooperation
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Cooperation Agreement herein
does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
March 26, 2026, the Board appointed Stephen Pagliuca to the Board, effective as of the Effective
Date, to the class of directors whose terms expire at the 2027 Annual
Meeting.
Also
on March 26, 2026, David M. Abrams, Harry C. Curtis, Stella David, and Mary E. Landry each
submitted his or her resignation from the Board and from any and all committees of the Board, effective
as of the Effective Date. None of the departures from the Board described herein are due to any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Also
on March 26, 2026, pursuant to the Cooperation Agreement, the Board appointed Jonathan Cohen, Alex
Cruz, Brian MacDonald and Kevin Lansberry to the Board, effective as of the Effective Date, with
Jonathan Cohen and Brian MacDonald appointed to the class of directors whose terms expire at the annual general
meeting of shareholders in 2028, Kevin Lansberry appointed to the class of directors whose terms expire at the
2027 Annual Meeting, and Alex Cruz appointed to the class of directors whose terms expire at
the 2026 Annual Meeting.
The Board
has determined that each of the newly appointed directors is independent pursuant to the rules and regulations of the United States Securities
and Exchange Commission (the “SEC”) and the New York Stock Exchange.
The
Board appointed, as of the Effective Date, each of Jonathan Cohen and Alex Cruz as a member of the
Audit Committee of the Board (the “Audit Committee”) such that the Audit Committee consists of José E. Cil (Chairperson),
Zillah Byng-Thorne, Jonathan Cohen, and Alex Cruz.
The
Board appointed, as of the Effective Date, each of Jonathan Cohen, Alex Cruz and Stephen Pagliuca as
a member of the Compensation Committee of the Board (the “Compensation Committee”) such that the Compensation Committee consists
of Stephen Pagliuca (Chairperson), Jonathan Cohen, and Alex Cruz.
The
Board appointed, as of the Effective Date, each of Brian MacDonald and Stephen Pagliuca as a member
of the Nominating and Governance Committee of the Board (the “Nominating and Governance
Committee”) such that the Nominating and Governance Committee consists
of Zillah Byng-Thorne (Chairperson), Linda P. Jojo, Brian MacDonald, and Stephen Pagliuca.
The
Board appointed, as of the Effective Date, each of Kevin Lansberry and Brian MacDonald as a member
of the Technology, Environmental, Safety and Security Committee of the Board (the “TESS Committee”)
such that the TESS Committee consists of Linda P. Jojo (Chairperson), José E. Cil, Kevin Lansberry, and Brian MacDonald.
Pursuant
to the Company’s Directors’ Compensation Policy, each of the newly appointed directors will receive the following compensation:
(i) an annual cash retainer of $100,000, payable in four equal quarterly installments, (ii) an annual committee member cash retainer of
$20,000 for each of the committees served on, payable in four equal quarterly installments, and (iii) an annual restricted share unit
(“RSU”) award on the first business day of each calendar year valued at $200,000 on the date of the award, which will vest
in one installment on the first business day of the next calendar year (a pro-rated RSU award for 2026 will be awarded). Stephen
Pagliuca will also receive an annual Compensation Committee chairperson retainer of $40,000.
Each
of the newly appointed directors will enter into a standard form of the indemnification agreement of the Company, which was filed as Exhibit
10.2 to the Company’s Form 10-Q filed with the SEC on August 10, 2020, and incorporated herein by reference.
There
are no arrangements or understandings between any of the newly appointed directors and any other person pursuant to which each was selected
as a director of the Company, other than with respect to the matters referenced under Item 1.01 of this Current Report on Form 8-K.
There
have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions,
regarding the newly appointed directors that are required to be disclosed by Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In connection
with the appointments of the newly appointed directors, the Board increased the size of the Board from 8 to 9, effective as of the Effective
Date.
The information
set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On March
27, 2026, the Company issued a press release announcing its entry into the Cooperation Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
The information
furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
|
Exhibits: |
| |
|
|
| 10.1 |
|
Cooperation Agreement,
by and among the Company and Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., dated
as of March 26, 2026 |
| |
|
| 99.1 |
|
Press Release of Norwegian Cruise Line Holdings Ltd., dated as of March 27, 2026 |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: March 27, 2026 |
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/ Daniel S. Farkas |
| |
|
Name: |
Daniel S. Farkas |
| |
|
Title: |
Executive Vice President, General Counsel,
Chief Development Officer and Secretary |
Exhibit 99.1
Norwegian Cruise Line Holdings Announces Board
Refreshment
Appoints Five New Independent Members to the
Board
Enters into Cooperation Agreement with Elliott
MIAMI,
March 27, 2026 – Norwegian Cruise Line Holdings Ltd. (the “Company” or “NCLH”) (NYSE:NCLH),
a leading global cruise company operating Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises, today announced the appointment
of five highly qualified members to its Board of Directors and a cooperation agreement reached with Elliott Investment Management L.P.
(together with its affiliates, "Elliott"). The appointments reaffirm the Company’s commitment to Board refreshment and
shareholder value creation.
Effective March 31, 2026, the following individuals will join the Board
as independent directors:
| · | Alex Cruz, former Chairman and CEO of British Airways; |
| · | Kevin A. Lansberry, former EVP and CFO of Disney Experiences; |
| · | Steve Pagliuca, former Managing Partner and Co-Chairman of Bain Capital; |
| · | Brian P. MacDonald, President and CEO of CDK Global; and |
| · | Jonathan Z. Cohen, Founder, CEO and President of Hepco Capital Management LLC. |
John W. Chidsey, President and CEO has been appointed Chairman, Alex
Cruz has been appointed Lead Independent Director, and current Board directors Stella David, David M. Abrams, Harry C. Curtis and Mary
E. Landry have announced their resignations as Board members. With these changes, which are effective March 31, 2026, the Board will comprise
nine members, eight of whom are independent. The Company’s slate at its upcoming 2026 Annual General Meeting of Shareholders will
consist of directors Zillah Byng-Thorne, Linda P. Jojo and Alex Cruz.
“On behalf of the entire Board, I thank Stella, David, Harry
and Mary for their years of dedicated service to the Board and to shareholders, as well as their meaningful contributions to the Company’s
development. We respect and appreciate their decision to step down at this time in the best interest of the Company and its shareholders.
Their experience and insights were very beneficial as the Company pursued strategic growth initiatives and navigated changing industry
conditions,” said Zillah Byng-Thorne, Chairperson of NCLH’s Nominating and Governance Committee. “As part of our
ongoing Board recruitment process and with input from Elliott, we are pleased to welcome our new directors. Each brings a fresh perspective
and valuable expertise befitting a leading company like NCLH. Looking ahead, the Board remains committed to enhancing shareholder value
and overseeing improved execution by our new management team.”
Mr.
Chidsey, President and Chief Executive Officer of NCLH, said, “We are moving with urgency to strengthen the business and
enhance execution. There are significant opportunities to deliver stronger performance and sustainable value for our shareholders. Our
award-winning brands, loyal guests and dedicated team form a strong and enduring foundation, and I look forward to working closely with
our Board to build on that foundation as we continue delivering exceptional vacation experiences for our guests around the world.”
“As NCLH’s largest investor, we see the potential for significant
value creation ahead under John’s leadership, and we believe the experience and credibility of this newly appointed Board will help
restore investor confidence and return the Company to best-in-class financial performance,” said Elliott Partner John Pike and Portfolio
Manager Bobby Xu. “We are encouraged by our constructive engagement with John and we look forward to working with him and the rest
of the Board as they drive the changes necessary to meaningfully improve operational execution and capitalize on the substantial opportunities
at NCLH.”
Pursuant to the cooperation agreement, Elliott agreed to customary
standstill and voting commitments, among other provisions. The full agreement between Elliott and NCLH will be filed on a Form 8-K with
the U.S. Securities and Exchange Commission. The agreement reflects a shared commitment to driving improved performance and creating long-term
value for NCLH shareholders.
Goldman Sachs & Co. LLC is acting as financial advisor to the Company
and Paul Hastings LLP is acting as legal counsel. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
New Board Member Biographies
Alex
Cruz is a seasoned travel industry executive and transformation leader with three decades of experience driving operational
excellence and customer-focused innovation at major global airlines.
Mr. Cruz served as Chairman and Chief Executive Officer of British
Airways from 2016 to 2021, leading the airline through significant operational transformation and the COVID-19 recovery. Prior to that,
he was Chief Executive Officer and Chairman of Vueling S.A. from 2009 to 2016, contributing to its development as a major European low-cost
carrier, and Chief Executive Officer of Clickair, S.A. from 2006 to 2009. He currently serves as a Senior Advisor at McKinsey & Company
and as a Lecturer at IESE Business School in Spain.
Mr. Cruz currently serves on the boards of WestJet Airlines Ltd. as
Vice Chairman, Recaro Holding GmbH as Vice Chairman, PortAventura Entertainment, S.A.U., and Fetcherr Ltd. Earlier in his career, he held
senior roles at Accenture plc as a Partner and at Arthur D. Little, Inc. as an Associate Partner, and founded Alnad Ltd., a boutique travel
industry advisory firm.
Mr. Cruz holds an M.S. in Industrial Engineering from The Ohio State
University and a B.S. in Computer Integrated Manufacturing from Central Michigan University.
Kevin
A. Lansberry most recently served as Executive Vice President and Chief Financial Officer of Disney Experiences at The Walt
Disney Company. With nearly four decades of experience in finance, operations, and global business management, Mr. Lansberry has held
numerous senior leadership roles across Disney’s parks, experiences, and consumer products segments.
Throughout his tenure at Disney, Mr. Lansberry served in a variety
of senior finance roles, including Interim Chief Financial Officer of The Walt Disney Company, Executive Vice President and Chief Financial
Officer of Disney Parks, Experiences and Consumer Products, and Chief Financial Officer of Walt Disney Parks and Resorts and its domestic
and international businesses. He also held leadership roles in revenue management, analytics, and global travel operations.
Mr. Lansberry brings deep expertise in financial strategy, large-scale
operations, and global consumer businesses. He currently serves on the Board of Directors of the Ball State University Foundation. He
holds an M.B.A. from the Crummer Graduate School of Business at Rollins College and a B.S. in Finance from Ball State University.
Steve
Pagliuca is the Founder and Chief Executive Officer of PagsGroup, a growth capital investment firm focused on biotech, technology,
media, and sports. With more than three decades of experience in private equity, investing, and global business leadership, Mr. Pagliuca
has played a significant role in building and scaling leading investment platforms and sports organizations.
Mr. Pagliuca is the Principal Owner and Co-Chairman of Atalanta B.C.,
a Serie A football club, and was previously a Managing Partner and Co-Chair of Bain Capital, where he helped oversee a global investment
platform managing significant assets. He also served as a Managing Partner and Co-Owner of the Boston Celtics and founded the Boston Celtics
Shamrock Foundation.
In addition to his business leadership, Mr. Pagliuca is active in philanthropy
and public policy, including through the Pagliuca Family Foundation, which established the Pagliuca Harvard Life Lab to support innovation
in life sciences. He brings deep expertise in investment strategy, governance, and global markets. Mr. Pagliuca holds a B.A. from Duke
University and an M.B.A. from Harvard Business School.
Brian
P. MacDonald has served as President and Chief Executive Officer of CDK Global, Inc., a leading provider of cloud-based retail
technology and SAAS solutions that help over 15,000 automotive and heavy-truck dealers and original equipment manufacturers (OEMs) manage
end-to-end dealership operations and deliver more seamless and profitable customer experiences, since July 2022. With more than three
decades of experience in the automotive, energy, and technology sectors, Mr. MacDonald has held senior leadership roles across public
and private companies, with a strong focus on financial management and operations.
Mr. MacDonald previously served as President and Chief Executive Officer
of CDK Global, Inc. from 2016-2018, as well as Chief Executive Officer and President of Hertz Equipment Rental Corporation and Interim
Chief Executive Officer of Hertz Corporation from 2014-2015. He also served as President and Chief Executive Officer of ETP Holdco Corporation
following the acquisition of Sunoco, Inc., where he had previously held senior leadership roles including Chairman, Chief Executive Officer,
and President.
Earlier in his career, Mr. MacDonald held senior financial leadership
roles at Dell Inc. and began his career at General Motors Company, where he served in various financial management positions. He currently
serves on the Board of Directors of Suncor Energy Inc. Mr. MacDonald brings deep expertise in finance, operational leadership, and public
company governance. He holds an M.B.A. from McGill University and a B.S. in Chemistry from Mount Allison University.
Jonathan
Z. Cohen is the Founder, Chief Executive Officer and President of Hepco Capital Management, LLC, a private investment firm
he founded in 2016. With more than three decades of experience in alternative asset management, financial services, energy and real estate,
Mr. Cohen has built and led multiple investment platforms and operating companies across sectors.
He co-founded Atlas Energy, Inc. and Atlas Pipeline Partners, LP and
held various leadership positions including Executive Chairman and Executive Vice Chairman. In addition, from 2004-2016 he served as CEO
of Resource America, Inc., an alternative asset manager with over $20 billion of Assets Under Management and was a founder, CEO and President
of Resource Capital Corp. from 2005 to 2016. Mr. Cohen also served as Executive Chairman of Osprey Technology Acquisition Corp. from 2019
to 2021 and as CEO of Osprey Energy Acquisition Corp. from 2017 to 2018. He served as Executive Chairman of Falcon Minerals, Inc. from
2018-2020. He previously founded and served as a General Partner of Castine Capital Management, LLC from 2003 to 2020.
Mr. Cohen currently serves on the boards of directors of Marathon Petroleum
Corporation and Crane Harbor Acquisition Corp. II, where he is Executive Chairman. He brings deep expertise in capital allocation, corporate
governance and strategic transactions. Mr. Cohen holds a B.A. from the University of Pennsylvania and a J.D. from American University
Washington College of Law. He serves as Vice Chairman of Lincoln Center Theater, on the Board of Advisors of the College of Arts and Sciences
at the University of Pennsylvania, and on the boards of trustees of the East Harlem School, Arete Foundation (private foundation) and
The American School of Classical Studies in Athens.
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 35 ships
and nearly 75,000 Berths, NCLH offers itineraries to approximately 700 destinations worldwide. NCLH expects to add 16 additional ships
across its three brands through 2037, which will add over 43,000 Berths to its fleet. To learn more, visit www.nclhltd.com.
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements, estimates or projections contained in this
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 release, including, without limitation, statements related to Board composition and our value creation
initiatives, our expectations regarding our results of operations, future financial position, including our future capital expenditures,
plans, prospects, actions taken or strategies being considered with respect to our liquidity position, expected fleet additions and deliveries,
including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations
relating to our sustainability program, decarbonization efforts, and alternative fuel sources and related regulation 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. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of: adverse general economic
factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment, tariff increases and trade
wars, the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease
the level of disposable income of consumers or consumer confidence; our indebtedness and restrictions in the agreements governing our
indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit
our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our
ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt
profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy
current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional
financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable
notes and any future financing which may be dilutive to existing shareholders; shareholder activism and/or proxy contests; the unavailability
of ports of call and the impacts of port and destination fees and expenses; future increases in the price of, or major changes, disruptions
or reductions in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including
new and existing regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets; our success in
controlling operating expenses and capital expenditures; adverse events impacting the security of travel, or customer perceptions of the
security of travel, such as terrorist acts, geopolitical conflict, armed conflict or threats thereof, acts of piracy, and other international
events; public health crises, and their effect on the ability or desire of people to travel (including on cruises); adverse incidents
involving cruise ships; our ability to maintain and strengthen our brand; breaches in data security or other disturbances to our information
technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection;
changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs,
delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and
increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel
or employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability
goals; our inability to obtain adequate insurance coverage; implementing precautions in coordination with regulators and global public
health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related
regulatory restrictions; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global
credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including
those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;
our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign
currency exchange rates; our expansion into new markets and investments in new markets, businesses and land-based destination projects;
overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual
Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. The above examples are not exhaustive and new
risks emerge from time to time. There may be additional risks that we currently 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. You are cautioned not to place undue reliance on the forward-looking
statements included in this release, which 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.
Contacts
Investor Relations
Sarah Inmon
(786) 812-3233
InvestorRelations@nclcorp.com
Media
Brenda Figueroa
NCLHMedia@nclcorp.com
Joele Frank, Wilkinson Brimmer Katcher
Sharon Stern / Maeve Barbour
(212) 355-4449
NCLH-JF@joelefrank.com
