Core Viewpoint - Norwegian Cruise Line Holdings Ltd. has announced a registered direct offering of 3,313,868 ordinary shares priced at $24.53 per share to certain holders of its subsidiary's exchangeable senior notes, aimed at repurchasing a significant amount of these notes [1][2]. Group 1: Equity Offering Details - The Equity Offering is expected to close on September 11, 2025, subject to customary closing conditions [2]. - The net proceeds from the Equity Offering, along with proceeds from a separate offering of exchangeable senior notes, will be used to repurchase approximately $958.0 million of 1.125% Exchangeable Senior Notes and approximately $449.0 million of 2.50% Exchangeable Senior Notes [2]. Group 2: Repurchase Impact - After the repurchase, approximately $192.0 million of the 1.125% Exchangeable Senior Notes and approximately $24.2 million of the 2.50% Exchangeable Senior Notes will remain outstanding [3]. - The Transactions are expected to be neutral to the Company's leverage and will reduce the Company's shares outstanding on a fully diluted basis by approximately 38.1 million shares [3]. Group 3: Placement Agent and Regulatory Compliance - J.P. Morgan Securities LLC is acting as the exclusive placement agent for the Equity Offering [4]. - The offering is being made under an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission, with a preliminary prospectus supplement already filed [4].

Core Viewpoint - NCL Corporation Ltd. has announced the pricing of $1,200 million in 5.875% senior notes due 2031 and $850 million in 6.250% senior notes due 2033, as part of a private offering exempt from registration under the Securities Act [1][2] Group 1: Unsecured Notes Offering - The Unsecured Notes Offering is expected to close on September 17, 2025, subject to customary closing conditions [2] - The net proceeds from the Unsecured Notes Offering will be used to fund a concurrent tender offer for 5.875% senior notes due 2026 and 5.875% senior secured notes due 2027, redeem all 2026 and 2027 Notes not accepted in the tender offer, redeem all 8.125% senior secured notes due 2029, and pay accrued interest and related transaction costs [2] - The transactions will be essentially neutral to NCLC's leverage [2] Group 2: Offering Details - The Unsecured Notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act [3] - The offering does not constitute an offer to sell or a solicitation of an offer to buy any security [4] Group 3: Company Overview - Norwegian Cruise Line Holdings Ltd. operates Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises, with a combined fleet of 34 ships and over 71,000 berths, offering itineraries to approximately 700 destinations worldwide [5] - The company plans to add 13 additional ships across its brands by 2036, which will increase its fleet capacity by over 38,400 berths [5]

Core Viewpoint - NCL Corporation Ltd. has initiated a cash tender offer to purchase its outstanding senior secured notes and senior notes, while concurrently launching a new unsecured notes offering to raise funds for this purpose [1][3][9]. Tender Offer Details - The tender offer includes the purchase of 5.875% Senior Secured Notes due 2027 and 5.875% Senior Notes due 2026, with a total outstanding amount of $1 billion and $225 million respectively [3][10]. - The tender offer will expire on September 12, 2025, at 5:00 p.m. New York City time, unless extended [4]. - Holders must validly tender their notes by the expiration date to receive the applicable tender offer consideration, which will be determined based on the fixed spread over the yield of the relevant U.S. Treasury Security [5][6]. New Unsecured Notes Offering - NCL Corporation is offering new senior notes in an aggregate principal amount of $2,050 million to fund the tender offer [3][9]. - The proceeds from the new unsecured notes offering are expected to be used to pay the tender offer consideration and to redeem any notes not tendered [9][10]. Redemption Conditions - Conditional notices of redemption have been issued for the 2027 and 2026 notes, set for September 18, 2025, if less than 90% of the outstanding notes are tendered [10]. - If the tender offer does not meet the 90% threshold, the company plans to redeem the remaining notes on their respective maturity dates [10]. Additional Information - Morgan Stanley & Co. LLC is acting as the Dealer Manager for the tender offer, while Global Bondholder Services Corporation serves as the Tender Agent [11]. - The new unsecured notes are being offered only to qualified institutional buyers and will not be registered under the Securities Act [13].

Core Viewpoint - Norwegian Cruise Line Holdings Ltd. has initiated a registered direct offering of ordinary shares to certain holders of its subsidiary's exchangeable senior notes, aiming to facilitate repurchases of these notes [1][2]. Group 1: Equity Offering Details - The company is conducting an Equity Offering to specific holders of NCL Corporation Ltd.'s 1.125% and 2.50% Exchangeable Senior Notes due 2027 [1]. - The net proceeds from the Equity Offering will be used alongside proceeds from a separate private offering of exchangeable senior notes due 2030 to repurchase a portion of the 2027 Exchangeable Notes [2]. - The completion of the Repurchases is contingent upon the successful execution of both the Equity Offering and the Exchangeable Notes Offering [2]. Group 2: Placement and Regulatory Information - J.P. Morgan Securities LLC is serving as the exclusive placement agent for the Equity Offering [3]. - The offering is being conducted under an automatic shelf registration statement filed with the U.S. SEC on November 8, 2023, and will be accompanied by a prospectus supplement [3].

Core Viewpoint - NCL Corporation Ltd. is proposing to raise a total of $3.25 billion through the issuance of senior notes and exchangeable senior notes to fund debt redemption and other financial obligations [1][3]. Group 1: Unsecured Notes Offering - NCL Corporation Ltd. plans to sell $1,025 million of senior notes due 2031 and $1,025 million of senior notes due 2033 in a private offering [1]. - The net proceeds from the Unsecured Notes Offering will be used to fund a concurrent tender offer for its 5.875% senior notes due 2026 and 2027, redeem the remaining 2026 and 2027 Notes, and redeem all of its 8.125% senior secured notes due 2029 [2]. Group 2: Exchangeable Notes Offering - NCL Corporation Ltd. is also proposing to sell $1,200 million of exchangeable senior notes due 2030 in a separate private offering [3]. - The initial purchasers of the Exchangeable Notes will have an option to purchase an additional $120 million during a specified period [4]. - The net proceeds from the Exchangeable Notes Offering will be used to repurchase a portion of its 1.125% and 2.50% Exchangeable Senior Notes due 2027 [5]. Group 3: Regulatory and Offering Details - Both the Unsecured Notes and Exchangeable Notes are being offered only to qualified institutional buyers and are exempt from the registration requirements of the Securities Act [6]. - The offerings are not conditioned on the consummation of each other, allowing for flexibility in execution [2][5]. Group 4: Company Overview - Norwegian Cruise Line Holdings Ltd. operates multiple cruise brands and has a fleet of 34 ships, with plans to add 13 more ships by 2036, increasing its capacity significantly [8].

Group 1 - Manika is a macroeconomist with over 20 years of experience in investment management, stock broking, and investment banking [1] - Manika runs the profile Long Term Tips (LTT), focusing on generational opportunities in the green economy [1] - The investing group Green Growth Giants delves deeper into opportunities presented by the green economy segment [1]

Core Viewpoint - The airline and cruise stocks experienced significant gains on Friday, indicating a positive market sentiment towards these sectors [1] Group 1: Airline Stocks - American Airlines (AAL.US) rose over 6% [1] - United Airlines (UAL.US) increased by more than 5.8% [1] - JetBlue Airways (JBLU.US) saw a nearly 7% rise [1] Group 2: Cruise Stocks - Carnival Corporation (CCL.US) gained more than 5.6% [1] - Norwegian Cruise Line Holdings (NCLH.US) increased by over 6.4% [1] - Royal Caribbean Cruises (RCL.US) rose by more than 4.7% [1]

Core Insights - Zacks Premium offers various tools for investors to enhance their stock market strategies and confidence [1] - The Zacks Style Scores are designed to help investors select stocks with the highest potential to outperform the market in the short term [2] Zacks Style Scores Overview - The Style Scores categorize stocks into four types: Value Score, Growth Score, Momentum Score, and VGM Score, each focusing on different investment strategies [3][4][5][6] - Value Score identifies undervalued stocks using financial ratios [3] - Growth Score assesses a company's financial health and future growth potential [4] - Momentum Score capitalizes on existing price trends and earnings outlook [5] - VGM Score combines all three styles to provide a comprehensive evaluation of stocks [6] Zacks Rank and Performance - The Zacks Rank is a proprietary model that utilizes earnings estimate revisions to aid in portfolio building [7] - Stocks rated 1 (Strong Buy) have historically achieved an average annual return of +23.75% since 1988, significantly outperforming the S&P 500 [8] - There are over 800 top-rated stocks available, making the selection process potentially overwhelming for investors [9] Investment Strategy Recommendations - For optimal returns, investors should focus on stocks with a Zacks Rank of 1 or 2 and Style Scores of A or B [10] - Stocks with a 3 (Hold) rank should also have Style Scores of A or B to maximize upside potential [10] - The direction of earnings estimate revisions is crucial when selecting stocks to invest in [11] Company Spotlight: Norwegian Cruise Line - Norwegian Cruise Line Holdings Ltd. is a leading cruise line operator with a Zacks Rank of 3 (Hold) and a VGM Score of A [12] - The company is projected to experience year-over-year earnings growth of 12.1% for the current fiscal year, with a Growth Style Score of B [13] - Recent upward revisions in earnings estimates and a strong average earnings surprise of +29.1% make NCLH a noteworthy consideration for growth investors [13]

Core Insights - Oceania Cruises is launching a new 129-day Around the World cruise in 2027, starting from Sydney and visiting various global destinations, including Asia, the Middle East, and Europe [1][2][3][4]. Itinerary Highlights - The cruise will begin along Australia's coast, then explore Asia for over two months, including Indonesia, Japan, and India, before moving to Dubai, Egypt, and concluding in London [2][3]. Onboard Experience - Oceania Vista, the ship for this cruise, will offer luxury accommodations with the largest standard staterooms at sea, exceptional dining options, and a high crew-to-guest ratio for personalized service [5]. - The ship features 11 dining venues, a spa, and numerous enrichment activities, including culinary classes and art sessions [5]. Pricing and Packages - The cruise starts at $54,999 per person and includes the Exclusive Prestige Package, which offers complimentary amenities such as unlimited beverages, shore excursion credits, and exclusive events [4]. Additional Itineraries - Oceania Cruises is also offering three other itineraries as part of the 2027 Around the World voyage, including a 180-day world journey and a 244-day Epic Global Adventure, marking the longest cruise option ever offered [6]. Company Overview - Oceania Cruises is recognized as a leading luxury cruise line focused on culinary experiences and destination-rich itineraries, operating small ships that visit over 600 ports globally [8].

```markdown PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q2 2025 financials show revenue growth to $2.5 billion, but net income sharply declined due to non-operating expenses, despite asset expansion [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 revenue increased to $2.52 billion, but net income significantly decreased to $30.0 million due to higher non-operating expenses, leading to lower EPS Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $2,517,497 | $2,372,492 | $4,645,050 | $4,563,707 | | **Operating Income** | $423,836 | $341,561 | $624,778 | $559,955 | | **Net Income (Loss)** | $29,992 | $163,436 | $(10,303) | $180,789 | | **Diluted EPS** | $0.07 | $0.35 | $(0.02) | $0.41 | [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets grew to $21.6 billion and liabilities to $20.0 billion, primarily due to increased property and long-term debt Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $184,015 | $190,765 | | **Total assets** | $21,595,817 | $19,969,811 | | **Advance ticket sales** | $3,833,775 | $3,105,964 | | **Long-term debt** | $12,633,183 | $11,776,721 | | **Total liabilities** | $20,026,247 | $18,544,372 | | **Total shareholders' equity** | $1,569,570 | $1,425,439 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 operating cash flow was $1.39 billion, slightly down, while investing cash outflow surged to $1.87 billion, and financing cash flow turned positive Consolidated Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $1,394,072 | $1,478,064 | | **Net cash used in investing activities** | $(1,868,062) | $(620,872) | | **Net cash provided by (used in) financing activities** | $467,240 | $(665,509) | | **Net (decrease) increase in cash** | $(6,750) | $191,683 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail operations, $2.4 billion liquidity, and H1 2025 financing activities, including €18.4 billion in future ship commitments - As of June 30, 2025, the company operated **33 ships** and had orders for **13 additional ships** for delivery through 2036[25](index=25&type=chunk)[26](index=26&type=chunk) - Total liquidity was approximately **$2.4 billion** as of June 30, 2025, comprising **$184.0 million** in cash, **$2.0 billion** available under the Revolving Loan Facility, and a **€200 million** newbuild payment commitment[27](index=27&type=chunk) - In H1 2025, the company undertook significant debt restructuring, including issuing **$1.8 billion** in **6.750%** senior unsecured notes due 2032, exchanging **$353.9 million** of 2025 Exchangeable Notes for new 2030 notes, and increasing its revolving credit facility to **$2.5 billion**[50](index=50&type=chunk)[55](index=55&type=chunk)[60](index=60&type=chunk) - The combined contract price for **13 ships** on order is approximately **€18.4 billion ($21.7 billion)**. Total minimum payments for ship construction contracts are scheduled at **$21.4 billion** through 2036[89](index=89&type=chunk)[163](index=163&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports strong bookings, Q2 2025 revenue up 6.1% to $2.5 billion, but net income sharply declined, while Adjusted EBITDA improved to $694.0 million - The company experienced strong bookings in the quarter, with its forward **12-month** booked position remaining within its optimal range[121](index=121&type=chunk) - Announced a second phase of expansion for its private island, Great Stirrup Cay, including a new waterpark expected to open in summer **2026**[122](index=122&type=chunk) Q2 2025 vs Q2 2024 Performance | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $2.5 billion | $2.4 billion | +6.1% | | **Net Income** | $30.0 million | $163.4 million | -81.6% | | **Adjusted EBITDA** | $694.0 million | $587.7 million | +18.1% | | **Diluted EPS** | $0.07 | $0.35 | -80.0% | - As of June 30, 2025, liquidity was approximately **$2.4 billion**, and management believes it is sufficient to satisfy obligations for at least the next **12 months**[146](index=146&type=chunk)[151](index=151&type=chunk) [Results of Operations](index=34&type=section&id=MD%26A%20Results%20of%20Operations) Q2 2025 revenue rose to $2.5 billion due to increased capacity, but higher interest expense and foreign currency losses impacted profitability - Q2 2025 revenue increased primarily due to a rise in Capacity Days following the delivery of Norwegian Aqua in March **2025**[137](index=137&type=chunk) - Q2 2025 interest expense of **$236.8 million** included **$68.4 million** in losses from debt extinguishment and modification[139](index=139&type=chunk) - Other expense of **$156.4 million** in Q2 2025 was driven by net losses from foreign currency remeasurements of euro-denominated debt, a significant swing from a **$1.9 million** gain in Q2 2024[140](index=140&type=chunk) Key Operating Statistics | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Capacity Days** | 6,052,273 | 5,736,385 | | **Occupancy Percentage** | 103.9% | 105.9% | | **Net Yield** | $304.34 | $296.31 | | **Adjusted Net Cruise Cost Excl. Fuel per Capacity Day** | $163.67 | $163.36 | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained $2.4 billion liquidity, actively managing its capital structure through new debt issuances and facility increases, with advance ticket sales at $4.0 billion - In January 2025, NCLC issued **$1.8 billion** in senior unsecured notes due 2032 and used proceeds to redeem notes due in 2026 and 2028. The Revolving Loan Facility was increased to **$1.7 billion** and extended to **2030**[147](index=147&type=chunk) - In April 2025, **$353.9 million** of 2025 Exchangeable Notes were exchanged for new 2030 Exchangeable Notes and a **$64.0 million** cash payment[148](index=148&type=chunk) - In June 2025, the Revolving Loan Facility was further upsized from **$1.7 billion** to approximately **$2.5 billion**[149](index=149&type=chunk) - As of June 30, 2025, advance ticket sales stood at **$4.0 billion**[156](index=156&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign currency, and fuel prices, with 94% fixed-rate debt and significant unhedged euro exposure - **Interest Rate Risk:** **94%** of debt is fixed-rate. A **one percentage point** increase in annual variable rates would raise annual interest expense by approximately **$8.6 million**[174](index=174&type=chunk) - **Foreign Currency Risk:** The company has unhedged exposure on **€15.6 billion** in ship construction contracts. A **10%** change in the EUR/USD exchange rate would change the U.S. dollar value of these payments by **$1.8 billion**[175](index=175&type=chunk)[177](index=177&type=chunk) - **Fuel Price Risk:** The company has hedged **65%** of remaining 2025, **48%** of 2026, and **22%** of 2027 projected fuel purchases. A **10%** increase in average fuel price would increase anticipated 2025 fuel expense by **$34.7 million**[179](index=179&type=chunk)[180](index=180&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were effective as of June 30, **2025**[181](index=181&type=chunk) - No changes occurred in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[182](index=182&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is cooperating with ongoing investigations and successfully appealed a $112.9 million judgment in the Helms-Burton Act lawsuit - The company is cooperating with ongoing investigations by the Florida Attorney General and other agencies related to marketing during the COVID-19 pandemic[90](index=90&type=chunk) - In the Helms-Burton Act case (Havana Docks Matter), the Eleventh Circuit Court of Appeals reversed a lower court's judgment against the company and dismissed the claim in October **2024**[91](index=91&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported, though macroeconomic conditions may heighten previously disclosed risks - There have been no material changes in risk factors from those disclosed in the company's Annual Report on Form 10-K[188](index=188&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025 - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended June 30, **2025**[189](index=189&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including key agreements related to recent financing activities and amendments to incentive plans - Key exhibits filed include the indenture for the new **0.875%** Exchangeable Senior Notes due 2030 and the Second Amendment to the Seventh Amended and Restated Credit Agreement[191](index=191&type=chunk) ```