NCL Corporation Ltd. Announces Pricing of $2.05 Billion Senior Notes Offering

NCL Corporation Ltd. has priced $2.05 billion of senior notes, consisting of $1.2 billion 5.875% notes due 2031 and $850 million 6.25% notes due 2033. The net proceeds will be used to fund a tender offer for existing notes, redeem existing notes, and pay accrued interest and related expenses. The transactions are expected to be essentially neutral to NCLC's leverage.

NCL Corporation Ltd. (NCLC), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH), has priced $2.05 billion of senior notes. The offering consists of $1.2 billion of 5.875% senior notes due 2031 and $850 million of 6.25% senior notes due 2033 [1]. The net proceeds from this offering will be used to fund a tender offer for existing notes, redeem existing notes, and pay accrued interest and related expenses. The transactions are expected to be essentially neutral to NCLC's leverage.

The company plans to use the net proceeds from the offering, along with cash on hand, to fund the tender offer for its 5.875% senior notes due 2026 and 5.875% senior secured notes due 2027. Additionally, the proceeds will be used to redeem all of the 2026 Notes and 2027 Notes that are not accepted for purchase in the tender offer, as well as redeem all of its 8.125% senior secured notes due 2029. The tender offer and the redemption of the 2029 Notes are conditioned on the consummation of the Unsecured Notes Offering [1].

The Unsecured Notes are being offered only to 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 [1]. The notes 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 [1].

References:
[1] https://www.globenewswire.com/news-release/2025/09/08/3145955/24500/en/NCL-Corporation-Ltd-Announces-Proposed-Offerings-of-Senior-Notes-and-Exchangeable-Notes.html