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Norwegian Cruise Line Holdings Ltd. Announces Registered Direct Offering

Strategic Insights

— 1 min read

Norwegian Cruise Line Holdings Ltd., a subsidiary of Norwegian Cruise Line Corporation, has announced a registered direct offering of 3,313,868 ordinary shares at a price of $24.53 per share. The offering is expected to close on September 11, 2025, subject to customary closing conditions. The net proceeds from the offering, together with the net proceeds of a separate private offering of exchangeable senior notes due 2030, will be used to repurchase approximately $958.0 million aggregate principal amount of 1.125% Exchangeable Senior Notes due 2027 and approximately $449.0 million aggregate principal amount of 2.50% Exchangeable Senior Notes due 2027.

Key Takeaways:

  • The registered direct offering will provide Norwegian Cruise Line Holdings Ltd. with approximately $81.5 million in net proceeds.
  • The company plans to use the net proceeds to repurchase approximately $958.0 million in aggregate principal amount of 1.125% Exchangeable Senior Notes due 2027 and approximately $449.0 million in aggregate principal amount of 2.50% Exchangeable Senior Notes due 2027.
  • The repurchase of the notes will reduce the outstanding debt and shares of the company, resulting in a reduction of approximately 38.1 million shares outstanding on a fully diluted basis.
  • J.P. Morgan Securities LLC is acting as the exclusive placement agent for the registered direct offering.
  • The offering is being made under an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission on November 8, 2023.

Statistics:

  • 3,313,868 ordinary shares will be sold at a price of $24.53 per share.
  • The net proceeds from the offering will be approximately $81.5 million.
  • Approximately $1,517.5 million in aggregate proceeds will be used to repurchase the exchangeable notes.
  • The redemption of the notes will result in a reduction of approximately $1,457.2 million in aggregate principal amount of outstanding debt.
  • The share repurchase will reduce the outstanding shares of the company by approximately 38.1 million shares on a fully diluted basis.

Sources:

  • "Norwegian Cruise Line Holdings Ltd. Announces Priced Registered Direct Offering." GlobeNewswire, 09 Sept. 2025, https://globenewswire.com/news-release/2022/09/09/2513922/0/en/Norwegian-Cruise-Line-Holdings-Ltd-Announces-Priced-Registered-Direct-Offering.html

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