NCL Corporation Ltd. Files 8-K with Material Agreements

TL;DR

NCL Corp filed an 8-K on 9/11/25 detailing material agreements and financial obligations.

AI Summary

On September 11, 2025, NCL Corporation Ltd. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting other events. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and financial commitments by NCL Corporation Ltd., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry some level of risk and require further investigation into the specifics.

Key Players & Entities

• NCL Corporation Ltd. (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1,407.0 million — (the "Exchangeable Notes Offering") of $1,407.0 million aggregate principal amount of 0.750% ex
• $107.0 million — e "Exchangeable Notes"), which includes $107.0 million aggregate principal amount of Exchangea
• $1,381.4 million — ted fees and expenses, of approximately $1,381.4 million. NCLC used the net proceeds from the Ex
• $958.0 million — ses") (through its agent) approximately $958.0 million aggregate principal amount of its 1.125
• $1,009.5 million — Exchangeable Notes") for approximately $1,009.5 million and approximately $449.0 million aggreg
• $449.0 million — tely $1,009.5 million and approximately $449.0 million aggregate principal amount of its 2.50%
• $480.5 m — Exchangeable Notes") for approximately $480.5 million, plus, in each case, accrued and
• $1,000 — xchanged. The initial exchange rate per $1,000 principal amount of Exchangeable Notes
• $34.34 — initial exchange price of approximately $34.34 per ordinary share, subject to adjustme
• $150.0 million — utstanding Exchangeable Notes, at least $150.0 million aggregate principal amount of Exchangea

Filing Documents

• tm2525860d1_8k.htm (8-K) — 36KB
• tm2525860d1_ex99-1.htm (EX-99.1) — 12KB
• 0001410578-25-002064.txt ( ) — 211KB
• nclc-20250911.xsd (EX-101.SCH) — 3KB
• nclc-20250911_lab.xml (EX-101.LAB) — 33KB
• nclc-20250911_pre.xml (EX-101.PRE) — 22KB
• tm2525860d1_8k_htm.xml (XML) — 3KB

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 registered direct offering by NCLH of 3,313,868 ordinary shares at a price of $ 24.53 per share (the "Equity Offering") 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 Sep

03 Creation

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.

01 Other Events

Item 8.01 Other Events. On September 9, 2025, NCLC issued a press release announcing the pricing of the Exchangeable Notes Offering . A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 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 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.'s Form 8-K filed on September 11, 2025 (File No. 001-35784)). 99.1 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 Securities Exchange Act of 1934, as amended, NCL Corporation Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 11, 2025 NCL CORPORATION LTD. By: /s/ Mark A. Kempa Name: Mark A. Kempa Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR