**Norwegian Cruise Line Holdings Announces Refinancing via Note Exchange and Equity Offering**

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) and its subsidiary NCL Corporation Ltd. have announced an additional refinancing transaction involving the exchange of $68.45 million in 5.375% Exchangeable Senior Notes due 2025. These notes will be swapped for an equal principal amount of newly issued 0.875% Exchangeable Senior Notes due 2030, along with a $12.38 million cash payment funded by a concurrent equity offering.

To finance the cash portion, Norwegian conducted a direct registered offering of 649,565 ordinary shares at $19.06 per share to the noteholders, generating the required proceeds. The company expects the transactions to close around April 7, 2025, subject to customary conditions.

Following the exchange, $96.11 million of the 2025 Notes will remain outstanding. The company emphasized that the transactions are leverage-neutral and are expected to reduce fully diluted shares outstanding by approximately 15.5 million shares.

Barclays Capital Inc. acted as the exclusive placement agent. The 2030 Notes are being issued via private placement and will not be registered under U.S. securities laws.

Norwegian Cruise Line Holdings operates three cruise brands—Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises—with a fleet of 33 ships and plans to add 12 more by 2036.

Norwegian Cruise Line Holdings Ltd. and NCL Corporation Ltd. Announce Refinancing of Exchangeable Notes

On April 2, 2025, Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) and its subsidiary NCL Corporation Ltd. (NCLC) announced a refinancing transaction involving the exchange of $285.4 million of its existing 5.375% Exchangeable Senior Notes due 2025. These will be exchanged for newly issued 0.875% Exchangeable Senior Notes due 2030 and a cash payment of $51.6 million plus accrued interest. The cash payment will be funded through a concurrent registered direct offering of approximately 2.7 million shares at $19.06 per share.

The new 2030 notes will allow for exchange into ordinary shares at an initial rate of 38.1570 shares per $1,000 note, translating to an exchange price of about $26.21—representing a 37.5% premium over the offering price. Following the transaction, about $164.6 million of the 2025 notes will remain outstanding. The refinancing is expected to reduce fully diluted shares by approximately 12.5 million and remain leverage neutral.

Barclays Capital Inc. is acting as the placement agent. The equity offering is being made under an automatic shelf registration, while the 2030 notes are privately placed under a Section 4(a)(2) exemption of the Securities Act.

Norwegian Cruise Line Holdings operates Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises with a combined fleet of 33 ships and plans to add 12 more by 2036.

Norwegian Cruise Line Holdings reported strong financial results for the fourth quarter and full year 2024. Total revenue for the year reached a record $9.5 billion, an 11% increase from 2023, driven by strong demand and a 3% increase in capacity. GAAP net income grew 448% to $910.3 million, while earnings per share rose to $1.89. Adjusted EBITDA also reached a record $2.45 billion, marking a 32% increase from the previous year.

Fourth-quarter revenue grew by 6% year-over-year to $2.1 billion despite a 1% decline in capacity. The company reported a net income of $254.5 million for the quarter, a sharp turnaround from a loss in Q4 2023. Adjusted EBITDA for the quarter reached $468.2 million, exceeding guidance.

Norwegian Cruise Line Holdings continued strengthening its balance sheet, reducing net leverage to 5.3x from 7.3x at the end of 2023. Total debt stood at $13.1 billion, and net debt was $12.9 billion. The company secured financing improvements, including refinancing $1.8 billion in debt and upsizing its revolving credit facility to $1.7 billion.

The company remains optimistic for 2025, projecting Adjusted EBITDA of $2.72 billion, an 11% increase from 2024. Adjusted EPS is expected to reach $2.05. Net Yield is anticipated to grow 3% on a constant currency basis, and net leverage is expected to improve to approximately 5x by the end of the year.

Strategic initiatives in 2024 included launching a newbuild program for eight vessels, advancing construction of a new pier at Great Stirrup Cay, and enhancing guest experiences across its fleet. Norwegian Cruise Line also completed the installation of Starlink internet across all its ships and introduced new onboard amenities.

Booking trends for 2025 remain strong, with occupancy rates reaching 104.9% in 2024. The company ended the year with $3.2 billion in advance ticket sales. Leadership remains confident in achieving its long-term financial targets under the "Charting the Course 2026" strategy.

Norwegian Cruise Line Holdings Ltd. filed a Current Report on Form 8-K on January 22, 2025, detailing several financial and operational updates:

1. Senior Notes Offering:
NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., completed a private offering of $1.8 billion in 6.750% senior notes due in 2032. The net proceeds, approximately $1.782 billion, were used to redeem $1.2 billion of 5.875% senior notes due 2026 and $600 million of 8.375% senior secured notes due 2028, including accrued interest, premiums, and expenses.

The notes were issued under an indenture agreement dated January 22, 2025, with interest payable semi-annually starting August 1, 2025. Redemption options prior to February 1, 2028, include a “make-whole” premium or specified percentages afterward.

2. Seventh Amended and Restated Credit Agreement (Seventh ARCA):
On January 22, 2025, NCLC entered into the Seventh ARCA, increasing its revolving loan facility from $1.2 billion to $1.7 billion, maturing January 22, 2030, with provisions tied to outstanding senior notes and liquidity tests. The agreement adjusted covenant thresholds, introduced new guarantors, and released certain previous guarantors.

3. Supplemental Indenture for 8.125% Secured Notes:
A supplemental indenture to the 2029 secured notes added new guarantors and collateral, aligning the security structure with the Seventh ARCA. Guarantor and collateral changes include the release of old guarantors and the inclusion of assets owned by new guarantors.

4. Redemption of 8.375% Senior Secured Notes:
The proceeds from the senior notes offering and available cash were used to redeem the 8.375% senior secured notes due 2028. All obligations under the 2028 notes indenture have been satisfied.

5. Other Disclosures:
Norwegian issued press releases on January 7, 2025, announcing the launch and pricing of the notes offering, which are incorporated into the filing.

This report reflects Norwegian’s financial strategy to optimize its capital structure, extend debt maturities, and improve liquidity through refinancing and credit adjustments.