Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2025

The following is a summary of NCLC’s exchangeable notes as of June 30, 2025 (in thousands):


			Unamortized Debt
			Discount,
	Principal		including Deferred		Net Carrying		Fair Value
	Amount		Financing Fees		Amount		Amount		Leveling
2025 Exchangeable Notes (1)	$	96,101	$	(903)	$	95,198	$	106,147	Level 2
2027 1.125% Exchangeable Notes		1,150,000		(91,722)		1,058,278		1,123,734	Level 2
2027 2.5% Exchangeable Notes		473,175		(38,916)		434,259		470,525	Level 2
2030 Exchangeable Notes		353,876		(62,710)		291,166		376,170	Level 2

(1)

The exchangeable notes are convertible into redeemable preference shares of NCLC. Upon conversion, the preference shares are immediately and automatically exchanged, for each $1,000 principal amount of exchangeable notes, into a certain number of NCLH’s ordinary shares based on the applicable exchange rate. Upon NCLH’s receipt of the NCLC preference shares, each preference share will be immediately re-designated into an ordinary share of NCLC of par value $1,000 per share and then subdivided into 833,333 ordinary shares of NCLC of par value $0.0012 per share (the “re-designation”). After the re-designation, the NCLC ordinary shares are repurchased for nominal consideration and cancelled. Subsequent to June 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 96,012 series A-3 preference shares, which were issued and subsequently re-designated and subdivided, and the newly issued ordinary shares of NCLC were then repurchased and cancelled. The remaining unexchanged notes were repaid in cash at maturity.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2024 (in thousands):


			Unamortized Debt
			Discount,
	Principal		including Deferred		Net Carrying		Fair Value
	Amount		Financing Fees		Amount		Amount		Leveling
2025 Exchangeable Notes	$	449,990	$	(26,141)	$	423,849	$	641,560	Level 2
2027 1.125% Exchangeable Notes		1,150,000		(117,743)		1,032,257		1,177,347	Level 2
2027 2.5% Exchangeable Notes		473,175		(49,733)		423,442		492,395	Level 2

Schedule of interest expense of exchangeable notes

The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Coupon interest	$	8,567	$	13,308	$	20,805	$	27,745
Amortization of discount and deferred financing fees		24,436		29,911		53,267		62,055
Total	$	33,003	$	43,219	$	74,072	$	89,800

Schedule of principal repayments on long-term debt including exchangeable notes and finance lease obligations

The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be, or in the case of certain of the 2025 Exchangeable Notes have been, settled in NCLH ordinary shares, and finance lease obligations as of June 30, 2025 (in thousands):


Year	Amount
Remainder of 2025	$	500,640
2026		1,045,214
2027		3,383,798
2028		1,207,797
2029		2,023,088
2030		1,758,833
Thereafter		4,194,868
Total	$	14,114,238

NCL CORP Ltd. 10-Q