NCLH Files 8-K: Agreements, Debt, Equity Sales Reported

Ticker: NCLH · Form: 8-K · Filed: 2025-09-11T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

Related Tickers: NCLH

TL;DR

NCLH dropped an 8-K: new deals, debt, and stock sales are on the table.

AI Summary

Norwegian Cruise Line Holdings Ltd. filed an 8-K on September 11, 2025, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also contains a Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant financial activities for Norwegian Cruise Line Holdings, including new obligations and equity transactions, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks and require careful investor scrutiny.

Key Players & Entities

FAQ

What type of material definitive agreement did Norwegian Cruise Line Holdings Ltd. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What is the nature of the direct financial obligation or off-balance sheet arrangement?

The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics are not detailed in the excerpt.

Were there any unregistered sales of equity securities by Norwegian Cruise Line Holdings Ltd.?

Yes, the filing explicitly mentions 'Unregistered Sales of Equity Securities' as an item of information.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

A Regulation FD Disclosure is included, which typically involves the public disclosure of material non-public information, but the content of this specific disclosure is not detailed in the provided text.

What are the main items reported in this 8-K filing?

The main items reported are: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits.

Filing Stats: 2,064 words · 8 min read · ~7 pages · Grade level 11.2 · Accepted 2025-09-11 16:05:58

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

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

03 Creation of a Direct Financial Obligation

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.

02 Unregistered Sales of Equity Securities

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.

01 Regulation FD Disclosure

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.

01 Other Events

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,

01 Financial Statements and Exhibits

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

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

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