Core Viewpoint - NCL Corporation Ltd. has successfully completed a cash tender offer for its outstanding senior secured notes and senior notes, with significant participation from noteholders [1][2]. Summary by Relevant Sections Tender Offer Results - The tender offer expired on September 12, 2025, with $903,079,000 of the $1,000,000,000 outstanding 2027 Notes tendered, representing 90.3% of the total [2] - For the 2026 Notes, $219,354,000 of the $225,000,000 outstanding amount was tendered, equating to 97.5% [2] Tender Offer Consideration - The tender offer consideration for the 2027 Notes was set at $1,005.51 per $1,000 principal amount, while the 2026 Notes were set at $1,003.30 per $1,000 principal amount [3][4] - Accrued and unpaid interest will also be paid to holders of validly tendered notes accepted for purchase [5] Conditions and Future Actions - The tender offer is contingent upon the successful completion of a new unsecured notes offering amounting to $2,050 million [7] - If at least 90% of the 2027 Notes are tendered, any remaining notes not tendered will be redeemed at the tender offer consideration plus accrued interest on September 18, 2025 [8] Company Overview - Norwegian Cruise Line Holdings Ltd. operates multiple cruise brands and plans to expand its fleet significantly by adding 13 new ships by 2036, increasing its capacity by over 38,400 berths [12]

Core Viewpoint - Norwegian Cruise Line Holdings Ltd. and its subsidiary NCL Corporation Ltd. have entered into note exchange agreements to exchange existing 5.375% Exchangeable Senior Notes due 2025 for newly issued 0.875% Exchangeable Senior Notes due 2030, along with a cash payment [1][2]. Group 1: Transactions Overview - NCL Corporation Ltd. will exchange $285,425,000 in aggregate principal amount of 2025 Notes for $285,425,000 in newly issued 2030 Notes and a cash payment of $51,624,820 [1]. - The cash payment will be funded by proceeds from a concurrent Equity Offering of 2,708,533 ordinary shares at a price of $19.06 per share [2]. - The closing of these transactions is expected around April 7, 2025, with approximately $164,565,000 of the 2025 Notes remaining outstanding post-transaction [3]. Group 2: Notes Details - The 2030 Notes will be general senior unsecured obligations of NCL Corporation Ltd. and guaranteed by Norwegian Cruise Line Holdings Ltd. [4]. - Holders of the 2030 Notes can exchange them at any time before October 15, 2029, and thereafter until the maturity date, with an initial exchange rate of 38.1570 ordinary shares per $1,000 principal amount [4]. - The initial exchange price of approximately $26.21 per ordinary share represents a premium of about 37.5% over the offering price in the Equity Offering [4]. Group 3: Offering and Placement - Barclays Capital Inc. is acting as the exclusive placement agent for the Equity Offering, which is made under an automatic shelf registration statement filed with the SEC [5]. - The 2030 Notes are issued in a private placement relying on the exemption from registration under the Securities Act of 1933 [6].