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NCL Corporation Ltd. Announces Proposed Offerings of Senior Notes and Exchangeable Notes

MIAMI, Sept. 08, 2025 (GLOBE NEWSWIRE) -- NCL Corporation Ltd. (鈥淣CLC鈥�), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (鈥淣CLH鈥�), announced today that it is proposing to sell $1,025.0 million aggregate principal amount of its senior notes due 2031 (the 鈥�2031 Unsecured Notes鈥�) and $1,025.0 million aggregate principal amount of its senior notes due 2033 (the 鈥�2033 Unsecured Notes鈥� and, collectively with the 2031 Unsecured Notes, the 鈥淯nsecured Notes鈥�) in a private offering (the 鈥淯nsecured Notes Offering鈥�) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the 鈥淪ecurities Act鈥�).

NCLC intends to use the net proceeds from the Unsecured Notes Offering, together with cash on hand, to (i) fund its separately announced concurrent tender offer (the 鈥淭ender Offer鈥�) for its 5.875% senior notes due 2026 (the 鈥�2026 Notes鈥�) and its 5.875% senior secured notes due 2027 (the 鈥�2027 Notes鈥�), (ii)聽redeem all of the 2026聽Notes and 2027 Notes that are not accepted for purchase in the Tender Offer, (iii) redeem all of its 8.125% senior secured notes due 2029 (the 鈥�2029 Notes鈥�) and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses. The Tender Offer and the redemption of the 2029 Notes are conditioned on the consummation of the Unsecured Notes Offering. The Unsecured Notes Offering, however, is not conditioned on the consummation of the Tender Offer (including the tender of any threshold amount of 2026 Notes and 2027 Notes as part of the Tender Offer) or the redemption of the 2029 Notes.

NCLC also announced today that it is proposing to sell $1,200.0 million aggregate principal amount of its exchangeable senior notes due 2030 (the 鈥淓xchangeable Notes鈥�) in a private offering (the 鈥淓xchangeable Notes Offering鈥�) that is exempt from the registration requirements of the Securities Act.

NCLC intends to grant the initial purchasers of the Exchangeable Notes an option to purchase, during a 13-day period beginning on, and including, the first day on which the Exchangeable Notes are issued, up to an additional $120.0听尘颈濒濒颈辞苍 aggregate principal amount of Exchangeable Notes. The Exchangeable Notes will be general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the Exchangeable Notes at the holder鈥檚 option (i) at any time prior to the close of business on the business day immediately preceding March 15, 2030, subject to the satisfaction of certain conditions and during certain periods, and (ii)聽on or after March 15, 2030 until the close of business on the business day immediately preceding the maturity date of the Exchangeable Notes, regardless of whether such conditions have been met. Upon exchange of the Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares of NCLH (鈥渙rdinary shares鈥�) or a combination of cash and ordinary shares, at NCLC鈥檚 election, in respect of the remainder, if any, of NCLC鈥檚 exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes to be exchanged.

NCLC intends to use the net proceeds from the Exchangeable Notes Offering, together with the net proceeds of NCLH鈥檚 separately-announced registered direct offering of its ordinary shares (the 鈥淓quity Offering鈥�), to repurchase (the 鈥淩epurchases鈥�) (through its agent) a portion of its 1.125% Exchangeable Senior Notes due 2027 and 2.50% Exchangeable Senior Notes due 2027 (collectively, the 鈥�2027 Exchangeable Notes鈥�). The Repurchases are conditioned upon the consummation of the Exchangeable Notes Offering and the consummation of the Equity Offering, and the consummation of the Exchangeable Notes Offering and the Equity Offering are conditioned upon the consummation of the Repurchases.

The Unsecured Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Exchangeable Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Unsecured Notes, the Exchangeable Notes, the related guarantee of NCLH and the ordinary shares issuable upon exchange of the Exchangeable Notes, if any, will not be registered under the Securities Act or the securities laws of any state 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release also shall not constitute an offer to purchase, a solicitation of an offer to sell, or a notice of redemption with respect to the 2026 Notes, the 2027 Notes, the 2029 Notes or the 2027聽Exchangeable Notes.

About Norwegian Cruise Line Holdings Ltd.

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. With a combined fleet of 34 ships and more than 71,000 Berths, NCLH offers itineraries to approximately 700 destinations worldwide. NCLH expects to add 13 additional ships across its three brands through 2036, which will add over 38,400 Berths to its fleet.

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this press release are 鈥渇orward-looking statements鈥� within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the Unsecured Notes Offering, the Exchangeable Notes Offering and the use of proceeds therefrom, may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like 鈥渆xpect,鈥� 鈥渁nticipate,鈥� 鈥済oal,鈥� 鈥減roject,鈥� 鈥減lan,鈥� 鈥渂elieve,鈥� 鈥渟eek,鈥� 鈥渨ill,鈥� 鈥渕ay,鈥� 鈥渇orecast,鈥� 鈥渆stimate,鈥� 鈥渋ntend,鈥� 鈥渇uture鈥� and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections entitled 鈥淩isk Factors鈥� and 鈥淐autionary Statement Concerning Forward-Looking Statements鈥� in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Investor Relations & Media Contact

Sarah Inmon
(786) 812-3233
[email protected]