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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): September 11, 2025
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 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. The Exchangeable Notes were issued pursuant to an indenture,
dated September 11, 2025, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee
(the “Exchangeable Notes Indenture”). The Exchangeable Notes will be guaranteed by NCLH on a senior unsecured basis.
In connection with the Exchangeable
Notes Offering, NCLC received gross proceeds of $1,407.0 million and net proceeds, after deducting the initial purchasers’ discount
but before deducting estimated fees and expenses, of approximately $1,381.4 million. NCLC used the net proceeds from the Exchangeable
Notes Offering, together with the proceeds from the Equity Offering (as defined below) and cash on hand, to repurchase (the “Repurchases”)
(through its agent) approximately $958.0 million aggregate principal amount of its 1.125% exchangeable senior notes due 2027 (the “2027
1.125% Exchangeable Notes”) for approximately $1,009.5 million and approximately $449.0 million aggregate principal amount of its
2.50% exchangeable senior notes due 2027 (collectively with the 2027 1.125% Exchangeable Notes, the “2027 Exchangeable Notes”)
for approximately $480.5 million, plus, in each case, accrued and unpaid interest thereon to, but excluding, the repurchase date.
Interest on the Exchangeable
Notes will accrue from September 11, 2025 and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning
on March 15, 2026, at a rate of 0.750% per year. The Exchangeable Notes will mature on September 15, 2030 (the “Exchangeable Notes
Maturity Date”) unless earlier exchanged, redeemed or repurchased.
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 Exchangeable Notes Maturity Date, 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. The initial exchange rate per $1,000 principal amount of Exchangeable Notes is 29.1189 ordinary shares, which is equivalent
to an initial exchange price of approximately $34.34 per ordinary share, subject to adjustment in certain circumstances. The initial
exchange price represents a premium of approximately 40.0% above the offering price in the Equity Offering.
On or after September 20,
2028, NCLC may redeem for cash all or part of the Exchangeable Notes, at its option, if the last reported sale price of ordinary shares
has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the
date on which NCLC provides notice of an optional redemption at a redemption price equal to 100% of the principal amount of the Exchangeable
Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the optional redemption date. If NCLC elects
to redeem fewer than all of the outstanding Exchangeable Notes, at least $150.0 million aggregate principal amount of Exchangeable Notes
must be outstanding and not subject to optional redemption as of the relevant optional redemption date. NCLC may also redeem the Exchangeable
Notes, in whole but not in part, following the occurrence of certain tax law changes at a redemption price equal to 100% of the principal
amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption
date.
Upon the occurrence of a
“fundamental change,” which term includes certain change of control transactions, NCLC must offer to repurchase the Exchangeable
Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.
In addition, if certain corporate events occur prior to the Exchangeable Notes Maturity Date or if NCLC delivers a notice of tax redemption
or notice of optional redemption, NCLC will, in certain circumstances, increase the exchange rate for a holder who elects to exchange
its Exchangeable Notes in connection with such corporate event, notice of tax redemption or notice of optional redemption, as the case
may be.
The Exchangeable Notes Indenture
contains customary covenants and events of default.
The foregoing summary of the Exchangeable Notes Indenture and the Exchangeable Notes does
not purport to be complete and is qualified in its entirety by reference to the full text of the Exchangeable Notes Indenture and form
of Exchangeable Note, which are attached as Exhibit 4.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
in Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth
in Item 1.01 above is incorporated into this Item 3.02 by reference.
NCLC offered and sold the
Exchangeable Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to
be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Exchangeable
Notes, the related guarantee of NCLH and the ordinary shares issuable upon the exchange of the Exchangeable Notes, if any, will not be
registered under the Securities Act or the securities laws of any other jurisdiction 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.
Item 7.01 Regulation FD Disclosure.
On September 11, 2025, NCLH
made available a presentation discussing the Transactions (as defined below). A copy of the presentation is furnished as Exhibit 99.1
to this Current Report.
The information in this Item
7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference into any of NCLH’s filings under the Securities Act or the Exchange Act,
except to the extent expressly set forth by specific reference in such filings.
Item 8.01 Other Events.
Equity Offering
On September 11, 2025, NCLH
completed a registered direct offering of 3,313,868 ordinary
shares at a price of $24.53 per share (the “Equity Offering” and, together
with the Exchangeable Notes Offering and the Repurchases, the “Transactions”). In connection with the Equity Offering, NCLH
entered into individually negotiated share purchase agreements with certain institutional investors holding the 2027 Exchangeable Notes.
NCLH used the net proceeds from the Equity Offering, together with the net proceeds from the Exchangeable Notes Offering and cash on
hand, to fund the Repurchases.
The Equity Offering was made pursuant to a prospectus supplement,
dated September 8, 2025, and filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2025, and the
base prospectus, dated November 8, 2023, filed as part of NCLH’s automatic shelf registration statement (File No. 333-275399) that
became effective under the Securities Act when filed with the SEC on November 8, 2023.
Placement Agency Agreement
J.P. Morgan Securities LLC
acted as the sole placement agent (the “Placement Agent”) in connection with the Equity Offering pursuant to that certain
placement agency agreement (the “Placement Agency Agreement”), dated as of September 8, 2025, by and between NCLH and the
Placement Agent. Pursuant to the Placement Agency Agreement, NCLH agreed to reimburse the Placement Agent for certain costs, expenses,
fees and taxes in connection with the Equity Offering. The Placement Agency Agreement also contain representations, warranties, indemnification
and other provisions customary for transactions of this nature.
The foregoing summary of
the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Placement Agency Agreement, which is attached as Exhibit 1.1 to this Current Report and incorporated herein by reference.
Press Releases
On
September 9, 2025, NCLH issued a press release announcing the pricing of the Equity Offering. Simultaneously
therewith, NCLC issued a press release announcing the pricing of the Exchangeable Notes Offering.
Copies of the press releases are furnished as Exhibits 99.2 and 99.3, respectively, to this Current Report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 1.1 |
|
Placement Agency Agreement, dated September 8, 2025, by and between Norwegian Cruise Line Holdings Ltd. and J.P. Morgan Securities LLC, as placement agent. |
| 4.1 |
|
Indenture, dated September 11, 2025, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as trustee. |
| 5.1 |
|
Opinion of Walkers (Bermuda) Limited. |
| 23.1 |
|
Consent of Walkers (Bermuda) Limited (included in Exhibit 5.1). |
| 99.1 |
|
Presentation, dated September 11, 2025. |
| 99.2 |
|
Press Release of Norwegian Cruise Line Holdings Ltd. relating to the pricing of the Equity Offering, dated September 9, 2025. |
| 99.3 |
|
Press Release of NCL Corporation Ltd. relating to the pricing of the Exchangeable Notes Offering, dated September 9, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant to the requirements
of the Exchange Act, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: September 11, 2025
| |
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/ Mark A. Kempa |
| |
|
Name: |
Mark A. Kempa |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
