Norwegian Cruise Line Holdings Ltd. filed SEC Form 8-K: Other Events
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| Item 8.01 | Other Events. |
On May 29, 2026, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), elected to irrevocably fix the Settlement Method to Cash Settlement for all exchanges of its (i) 1.125% Exchangeable Senior Notes due 2027 (the “1.125% Notes”), issued pursuant to an indenture, dated as of November 19, 2021, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “1.125% Notes Indenture”), and (ii) 2.50% Exchangeable Senior Notes due 2027 (the “2.50% Notes” and, together with the 1.125% Notes, the “Notes”), issued pursuant to an indenture, dated as of February 15, 2022, by and among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “2.50% Notes Indenture” and, together with the 1.125% Notes Indenture, each, an “Indenture”), by delivering notice of such election to the Holders and the Trustee, in each case pursuant to the terms of the applicable Indenture. As a result, all exchanges of Notes with an Exchange Date on and after May 29, 2026 will be settled by payment in cash using Cash Settlement in accordance with the applicable Indenture. The elections are expected to reduce the diluted weighted-average shares outstanding guidance issued on May 4, 2026 by approximately 2 million shares for the quarter ending June 30, 2026 and approximately 4 million shares for the year ending December 31, 2026.
Capitalized terms used but not otherwise defined herein have the meanings given to them in the applicable Indenture.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 29, 2026 | NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
| By: | /s/ Mark A. Kempa | ||
| Name: | Mark A. Kempa | ||
| Title: | Executive Vice President and Chief Financial Officer | ||