40 unchanged sentences
Financial Statements and Supplementary Data and are included beginning on page F-1 of this report.
−Removed: (2) Financial Statement Schedules
+Added: (2) Financial Statement Schedule
Valuation and Qualifying Accounts for the three years ended December 31, 2024 are included on page 81.
8 unchanged sentences
Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of June 13, 2019 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 14, 2019 (File No.
−Removed: Indenture, dated as of December 16, 2019, between NCL Corporation Ltd.
−Removed: Bank National Association, as trustee, with respect to $565.0 million aggregate principal amount of 3.625% senior unsecured notes due 2024 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 16, 2019 (File No.
−Removed: Indenture, dated May 8, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.
−Removed: Bank National Association, as trustee, with respect to the 6.00% exchangeable senior notes due 2024 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 11, 2020 (File No.
Indenture, dated July 21, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S.
12 unchanged sentences
Bank Trust Company, National Association, as trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No.
−Removed: Indenture, dated February 2, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S.
−Removed: Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to 8.375% Senior Secured Notes Due 2028 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 2, 2023 (File No.
−Removed: Indenture, dated February 22, 2023, by and among, inter alia, NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, with respect to the First Lien Senior Secured Notes (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 27, 2023 (File No.
−Removed: First Supplemental Indenture, dated October 11, 2023, by and between NCL Corporation Ltd., as issuer, and U.S.
−Removed: Bank Trust Company, National Association, as trustee.
−Removed: Second Supplemental Indenture, dated December 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee.
Indenture, dated October 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S.
Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to 8.125% Senior Secured Notes Due 2029 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No.
+Added: Supplemental Indenture, dated January 22, 2025, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S.
+Added: Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.
+Added: Indenture, dated September 17, 2024, between NCL Corporation Ltd., as issuer, and U.S.
+Added: Bank Trust Company, National Association, as trustee, with respect to 6.250% Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on September 17, 2024 (File No.
+Added: Indenture, dated January 22, 2025, between NCL Corporation Ltd., as issuer, and U.S.
+Added: Bank Trust Company, National Association, as trustee, with respect to 6.750% Senior Notes Due 2032 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.
Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment no.
1 unchanged sentence
Description of Securities of Norwegian Cruise Line Holdings Ltd.
+Added: (incorporated herein by reference to Exhibit 4.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024) (File No.
Deed of Trust, dated January 24, 2013, by and between Norwegian Cruise Line Holdings Ltd.
and State House Trust Company Limited (incorporated herein by reference to Exhibit 9.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 30, 2013 (File No.
−Removed: Fifth Amendment Agreement, dated June 15, 2023, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #†
−Removed: Sixth Amendment Agreement, dated October 23, 2023, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #
−Removed: Seventh Amendment Agreement, dated November 30, 2023, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #
−Removed: Sixth Amendment Agreement, dated June 15, 2023, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #†
−Removed: Seventh Amendment Agreement, dated October 23, 2023, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #
−Removed: Eighth Amendment Agreement, dated November 30, 2023, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties thereto #
−Removed: Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank
−Removed: GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #†
−Removed: Fifth Supplemental Agreement, dated October 23, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #
−Removed: Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #
−Removed: Fifth Supplemental Agreement, dated June 15, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #†
−Removed: Sixth Supplemental Agreement, dated October 23, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #
−Removed: Seventh Supplemental Agreement, dated November 30, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent #
−Removed: Sixth Amended and Restated Credit Agreement, dated October 18, 2023, by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No.
+Added: Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as
+Added: guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
001-35784))#†
−Removed: Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #†
−Removed: Sixth Supplemental Agreement, dated October 23, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #
−Removed: Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
−Removed: party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #
−Removed: Sixth Supplemental Agreement, dated June 15, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #†
−Removed: Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #
−Removed: Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent #
−Removed: Amendment and Restatement Agreement, dated as of May 19, 2023, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit 10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
+Added: Fifth Supplemental Agreement, dated October 23, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Seventh Supplemental Agreement, dated January 31, 2025, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent#
+Added: Fifth Supplemental Agreement, dated June 15, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
001-35784))#†
−Removed: Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent
−Removed: Supplemental Agreement, dated November 30, 2023, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent #
−Removed: Amendment and Restatement Agreement, dated as of May 19, 2023, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent, which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit 10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
+Added: Sixth Supplemental Agreement, dated October 23, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Seventh Supplemental Agreement, dated November 30, 2023, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent (incorporated herein by reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Eighth Supplemental Agreement, dated January 31, 2025, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR agent#
+Added: Seventh Amended and Restated Credit Agreement, dated January 22, 2025, by and among NCL Corporation Ltd., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on January 22, 2025 (File No.
001-35784))#†
−Removed: Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent
−Removed: Supplemental Agreement, dated November 30, 2023, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent #
+Added: Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: 001-35784))#†
+Added: Sixth Supplemental Agreement, dated October 23, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.15 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.16 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Eighth Supplemental Agreement, dated January 31, 2025, to Seahawk One Credit Agreement, dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent#
+Added: Sixth Supplemental Agreement, dated June 15, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: 001-35784))#†
+Added: Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
+Added: party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Ninth Supplemental Agreement, dated January 31, 2025, to Seahawk Two Credit Agreement, dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent#
Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
2 unchanged sentences
Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee
−Removed: Supplemental Agreement, dated November 30, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee #
+Added: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.27 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated November 30, 2023, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.28 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as agent
Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
2 unchanged sentences
Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
−Removed: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee
−Removed: Supplemental Agreement, dated November 30, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee #
−Removed: Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,
−Removed: BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
+Added: de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment
+Added: Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.30 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated November 30, 2023, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.31 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and Crédit Agricole Corporate and Investment Bank, as agent
+Added: Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
001-35784)) #†
−Removed: Supplemental Agreement, dated October 23, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee
−Removed: Supplemental Agreement, dated November 30, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee #
−Removed: Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
+Added: Supplemental Agreement, dated October 23, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.33 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated November 30, 2023, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.34 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd., as charterer, and Crédit Agricole Corporate and Investment Bank, as agent
+Added: Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12,
+Added: 2017 (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
001-35784)) #†
−Removed: Supplemental Agreement, dated October 23, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee
−Removed: Supplemental Agreement, dated November 30, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee #
+Added: Supplemental Agreement, dated October 23, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.36 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated November 30, 2023, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.37 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, NCL (Bahamas) Ltd., as charterer, and Crédit Agricole Corporate and Investment Bank, as agent
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A.
1 unchanged sentence
001-35784)) #†
−Removed: Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW
−Removed: IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee #
+Added: Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.39 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A.
1 unchanged sentence
001-35784)) #†
−Removed: Supplemental Agreement, dated November 30, 2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee #
+Added: Supplemental Agreement, dated November 30, 2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A., as agent, SACE agent and security trustee (incorporated herein by reference to Exhibit 10.41 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
2 unchanged sentences
Supplemental Agreement, dated November 30, 2023, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.43 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd, as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
2 unchanged sentences
Supplemental Agreement, dated November 30, 2023, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to
+Added: Exhibit 10.45 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
4 unchanged sentences
de R.L., as member and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
−Removed: Side Letter, dated November 9, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower
−Removed: Second Side Letter, dated November 13, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.47 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Side Letter, dated November 9, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower (incorporated herein by reference to Exhibit 10.48 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Second Side Letter, dated November 13, 2023, by and between BNP Paribas S.A., as facility agent, and Explorer III New Build, LLC, as borrower (incorporated herein by reference to Exhibit 10.49 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
Supplemental Agreement, dated November 30, 2023, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.50 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent
Amendment and Restatement Agreement, dated as of May 19, 2023, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
−Removed: de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
+Added: de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and
+Added: Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
and Société Générale., as joint mandated lead arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
2 unchanged sentences
de R.L., as member and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.52 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
Supplemental Agreement, dated November 30, 2023, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.53 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder and charterer, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent
Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S.
4 unchanged sentences
de R.L., as member and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
−Removed: Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
−Removed: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #
−Removed: Second Amended and Restated Commitment Letter, dated February 22, 2023, among NCL Corporation Ltd.
−Removed: and the purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 27, 2023 (File No.
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.55 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line
+Added: Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A.
+Added: and Société Générale, as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee (incorporated herein by reference to Exhibit 10.56 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
+Added: Supplemental Agreement, dated January 31, 2025, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., as the holding, and BNP Paribas S.A., as facility agent#
+Added: Third Amended and Restated Commitment Letter, dated as of February 23, 2024 and effective as of March 11, 2024, among NCL Corporation Ltd.
+Added: and the purchasers named therein (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on March 12, 2024 (File No.
+Added: SACE Facility Agreement, dated April 4, 2024, among Oceania Next I, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.
+Added: SACE Facility Agreement, dated April 4, 2024, among Oceania Next II, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, HSBC Bank PLC, JPMorgan Chase Bank, N.A., London Branch, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.
+Added: SACE Facility Agreement, dated April 4, 2024, among DaVinci One, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Citibank, N.A.
+Added: London Branch, Crédit Agricole Corporate and Investment Bank, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.
+Added: SACE Facility Agreement, dated April 4, 2024, among DaVinci Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Banco Santander, S.A., BNP Paribas, Caixabank S.A., Cassa Depositi e Prestiti S.P.A., Crédit Agricole Corporate and Investment Bank, HSBC Bank PLC, JPMorgan Chase Bank, N.A., London Branch, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on April 8, 2024 (File No.
Amended and Restated Regent Trademark License Agreement, dated February 21, 2011, by and between Regent Hospitality Worldwide, LLC and Seven Seas Cruises, S.
2 unchanged sentences
Employment Agreement by and between NCL (Bahamas) Ltd.
−Removed: Robin Lindsay, entered into on October 18, 2015 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No.
−Removed: Amendment to Employment Agreement by and between NCL (Bahamas) Ltd.
−Removed: Robin Lindsay, dated as of February 14, 2022 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 18, 2022 (File No.
−Removed: Amendment to Employment Agreement by and between NCL (Bahamas) Ltd.
−Removed: Robin Lindsay, dated as of September 1, 2023*
−Removed: Employment Agreement by and between NCL (Bahamas) Ltd.
and Mark Kempa, entered into on July 17, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2023 (File No.
−Removed: Employment Agreement by and between Prestige Cruise Services LLC and Andrea DeMarco, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
−Removed: Employment Agreement by and between Prestige Cruise Services LLC and Frank A.
−Removed: Del Rio, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No.
Transition, Release and Consulting Agreement by and between NCL (Bahamas) Ltd.
6 unchanged sentences
and Daniel S.
−Removed: Farkas, effective as of July 17, 2023*
+Added: Farkas, effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.68 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 28, 2024 (File No.
Employment Agreement by and between NCL (Bahamas) Ltd.
−Removed: and Patrik Dahlgren, effective as of June 12, 2023*
+Added: and Patrik Dahlgren, effective as of June 12, 2023 (incorporated herein by reference to Exhibit 10.69 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 28, 2024 (File No.
+Added: Employment Agreement by and between Prestige Cruise Services LLC and Jason Montague, effective as of December 31, 2024
Form of Indemnification Agreement by and between Norwegian Cruise Line Holdings Ltd.
2 unchanged sentences
Amended and Restated 2013 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 14, 2024 (File No.
+Added: 001-35784))*†
Form of Notice of Grant of Option and Terms and Conditions of Option (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 8, 2013 (File No.
−Removed: Norwegian Cruise Line Holdings Ltd.
−Removed: Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on July 31, 2014 (File No.
Directors’ Compensation Policy (effective January 1, 2025)*†
1 unchanged sentence
Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Time and Performance-based Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 4, 2015 (File No.
−Removed: Form of Notice of Grant of Norwegian Cruise Line Holdings Ltd.
−Removed: Time and Performance-based Option and Terms and Conditions (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 4, 2015 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Time-based Restricted Share Unit Award Agreement (2017) (incorporated herein by reference to Exhibit 10.52 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Performance-based Restricted Share Unit Award Agreement (2017) (incorporated herein by reference to Exhibit 10.53 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Time-based Restricted Share Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.77 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Performance-based Restricted Share Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.78 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Time-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.57 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Performance-based Restricted Share Unit Award Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.58 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No.
−Removed: Form of Norwegian Cruise Line Holdings Ltd.
Performance-based Restricted Share Unit Award Agreement (2022) (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No.
1 unchanged sentence
Form of Norwegian Cruise Line Holdings Ltd.
−Removed: Performance-based Restricted Share Unit Award Agreement (2023)*
+Added: Performance-based Restricted Share Unit Award Agreement (2023) (incorporated herein by reference to Exhibit 10.87 to Norwegian Cruise Line Holdings Ltd.’s annual report on Form 10-K filed on February 28, 2024 (File No.
+Added: Form of Norwegian Cruise Line Holdings Ltd.
+Added: Time-based Restricted Share Unit Award Agreement (2024) (incorporated herein by reference to Exhibit 10.6 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 7, 2024 (File No.
+Added: 001-35784))*†
+Added: Form of Norwegian Cruise Line Holdings Ltd.
+Added: Performance-based Restricted Share Unit Award Agreement (2024) (incorporated herein by reference to Exhibit 10.7 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 7, 2024 (File No.
+Added: 001-35784))*†
+Added: Norwegian Cruise Line Holdings Ltd.
+Added: Insider Trading Policy
List of Subsidiaries of Norwegian Cruise Line Holdings Ltd.
4 unchanged sentences
Certification of the Annual Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer and Chief Financial Officer
−Removed: Policy Regarding the Recovery of Certain Compensation Payments
+Added: Policy Regarding the Recovery of Certain Compensation Payments (incorporated herein by reference to Exhibit 97.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 28, 2024 (File No.
The following materials from Norwegian Cruise Line Holdings Ltd.’s Annual Report on Form 10‑K formatted in Inline XBRL:
13 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 28, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on February 27, 2025.
NORWEGIAN CRUISE LINE HOLDINGS LTD.
21 unchanged sentences
/s/ Stella David
+Added: Director and Chairperson
February 27, 2025
−Removed: /s/ Russell W.
−Removed: Director and Chairman
+Added: /s/ John Chidsey
February 27, 2025
5 unchanged sentences
Schedule II Valuation and Qualifying Accounts (in thousands)
+Added: December 31, 2021
Deductions (b)
+Added: December 31, 2022
Valuation allowance on deferred tax assets
+Added: December 31, 2022
Deductions (b)
+Added: December 31, 2023
Valuation allowance on deferred tax assets
+Added: December 31, 2023
Deductions (b)
+Added: December 31, 2024
Valuation allowance on deferred tax assets
−Removed: (a) Amount relates to a valuation allowance on net U.S.
+Added: (a) Amount relates to recognition of valuation allowances on net U.S.
and Bermuda deferred tax assets.
−Removed: (b) Amount relates to (i) utilization of deferred tax assets, (ii) revaluation of deferred tax assets from their functional currency to U.S.
−Removed: dollars and (iii) reversal of valuation allowances.
+Added: (b) Amount relates to (i) utilization of deferred tax assets and (ii) reversal of valuation allowances.
Index to Consolidated Financial Statements
1 unchanged sentence
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
−Removed: Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
10 unchanged sentences
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments in 2021.
Basis for Opinions
13 unchanged sentences
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
+Added: transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
4 unchanged sentences
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Ship Accounting – New Ships and Ship Improvements
−Removed: As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated ships and ship improvements balances were $18.5 billion and $2.9 billion as of December 31, 2023, respectively.
−Removed: Management determines the weighted average useful lives of ships based on estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole.
−Removed: In 2023, the Company took delivery of Oceania Cruises’ first Allura Class Ship.
−Removed: Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, management assigned the Allura Class Ships a weighted-average useful life of 35 years.
−Removed: A residual value of 10% was established based on management’s long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives.
−Removed: Additionally, the Company capitalized approximately $204.2 million of costs associated with ship improvements during the year ended December 31, 2023.
−Removed: Ship improvement costs that management believes add value to the ships are capitalized to the ship.
−Removed: The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components.
−Removed: To determine the useful lives of the major components of new ships and ship improvements, management considers the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.
−Removed: The principal considerations for our determination that performing procedures relating to ship accounting for new ships and ship improvements is a critical audit matter are the significant judgments by management when determining (i) the useful lives of the major components of new ships and ship improvements;
−Removed: (ii) whether ship improvement costs add value to the ships and are capitalizable;
−Removed: and (iii) the residual value of the new class of ship based on management’s expectation of remaining future benefit.
−Removed: This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to (i) the appropriateness of the useful lives of the major components of new ships and ship improvements;
−Removed: (ii) whether ship improvement costs add value to the Company’s ships
−Removed: and are capitalized appropriately;
−Removed: and (iii) whether the residual value assigned to the new class of ship is appropriate.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Ship Accounting – Ship Improvements
+Added: As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated ship improvements balance was $3.3 billion as of December 31, 2024.
+Added: The Company capitalized approximately $398.6 million of costs associated with ship improvements during the year ended December 31, 2024.
+Added: Ship improvement costs that management believes add value to the ships are capitalized.
+Added: The useful lives of ship improvements are estimated based on their economic lives.
+Added: To determine the useful lives of ship improvements, management considers the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.
+Added: The principal considerations for our determination that performing procedures relating to ship accounting for ship improvements is a critical audit matter are the significant judgments by management when determining (i) the useful lives of ship improvements and (ii) whether ship improvement costs add value to the ships and are capitalizable.
+Added: This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to (i) the appropriateness of the useful lives of ship improvements and (ii) whether ship improvement costs add value to the Company’s ships and are capitalized appropriately.
In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of controls relating to management’s assessment of the useful lives of the major components of new ships and ship improvements, whether ship improvements add value and are capitalized appropriately, and whether the residual value assigned to the new class of ship is appropriate.
−Removed: These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to the major components of new ships and ship improvements, considering the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions;
−Removed: (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs;
−Removed: and (iii) evaluating the residual value assigned to the new class of ship.
−Removed: Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the assigned useful lives of the major components of new ships and ship improvements, and residual value of the new class of ship.
+Added: These procedures included testing the effectiveness of controls relating to management’s assessment of the useful lives of ship improvements and whether ship improvements add value and are capitalized appropriately.
+Added: These procedures also included, among others, (i) evaluating the reasonableness of the useful lives assigned to ship improvements, considering the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions and (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the assigned useful lives of ship improvements.
/s/ PricewaterhouseCoopers LLP
21 unchanged sentences
( 1,551,757 )
−Removed: ( 2,552,348 )
Non-operating income (expense)
Interest expense, net
−Removed: ( 2,072,925 )
Other income (expense), net
Total non-operating income (expense)
−Removed: ( 1,948,972 )
Net income (loss) before income taxes
( 2,276,703 )
−Removed: ( 4,501,320 )
−Removed: Income tax benefit (expense)
+Added: Income tax benefit
Net income (loss)
( 2,269,909 )
−Removed: ( 4,506,587 )
Weighted-average shares outstanding
7 unchanged sentences
( 2,269,909 )
−Removed: ( 4,506,587 )
−Removed: Other comprehensive loss:
+Added: Other comprehensive income (loss):
Shipboard Retirement Plan
2 unchanged sentences
Amount realized and reclassified into earnings
−Removed: Total other comprehensive loss
+Added: Total other comprehensive income (loss)
Total comprehensive income (loss)
( 2,461,902 )
−Removed: ( 4,551,556 )
The accompanying notes are an integral part of these consolidated financial statements.
39 unchanged sentences
( 2,269,909 )
−Removed: ( 4,506,587 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense
+Added: Deferred income taxes, net
(Gain) loss on derivatives
6 unchanged sentences
Accounts receivable, net
−Removed: ( 1,159,998 )
Prepaid expenses and other assets
2 unchanged sentences
Advance ticket sales
−Removed: Net cash provided by (used in) operating activities
−Removed: ( 2,468,009 )
+Added: Net cash provided by operating activities
Cash flows from investing activities
2 unchanged sentences
( 2,750,362 )
−Removed: Purchases of short-term investments
( 1,783,857 )
1 unchanged sentence
Cash paid on settlement of derivatives
+Added: Acquisition, net of cash acquired
Net cash used in investing activities
8 unchanged sentences
Proceeds from long-term debt
−Removed: Common share issuance proceeds, net
Proceeds from employee related plans
1 unchanged sentence
Early redemption premium
−Removed: ( 1,354,882 )
Deferred financing fees
−Removed: Net cash provided by financing activities
−Removed: Net decrease in cash and cash equivalents
+Added: Net cash provided by (used in) financing activities
( 1,032,085 )
+Added: Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
8 unchanged sentences
Balance, December 31, 2021
+Added: ( 4,796,406 )
Share-based compensation
Issuance of shares under employee related plans
−Removed: Common share issuance proceeds, net
Net share settlement of restricted share units
−Removed: Cumulative change in accounting policy
Other comprehensive loss, net
5 unchanged sentences
Issuance of shares under employee related plans
+Added: Common share issuance for NCLC exchangeable notes
Net share settlement of restricted share units
Other comprehensive loss, net
−Removed: ( 2,269,909 )
−Removed: ( 2,269,909 )
Balance, December 31, 2023
4 unchanged sentences
Net share settlement of restricted share units
−Removed: Other comprehensive loss, net
+Added: Other comprehensive income, net
Balance, December 31, 2024
5 unchanged sentences
We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.
−Removed: As of December 31, 2023, we had 32 ships with approximately 66,500 Berths and had orders for five additional ships currently scheduled to be delivered.
+Added: As of December 31, 2024, we had 32 ships with approximately 66,500 Berths.
+Added: The Company expects to add 13 additional ships to our fleet from 2025 through 2036.
We have four Prima Class Ships on order with currently scheduled delivery dates from 2025 through 2028.
We have one Allura Class Ship on order for delivery in 2025.
−Removed: These additions to our fleet are expected to increase our total Berths to approximately 82,500 .
+Added: We also have orders for three new classes of ships:
+Added: four Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036.
+Added: We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.
During the three months ended December 31, 2023, in response to the OECD’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda.
1 unchanged sentence
Summary of Significant Accounting Policies
−Removed: As of December 31, 2023, we had liquidity of approximately $ 2.3 billion, including cash and cash equivalents of $ 402.4 million, borrowings available under our $ 1.2 billion undrawn Revolving Loan Facility and the impact of our $ 650 million undrawn commitment of Class B Notes and Backstop Notes issuable by NCLC less related fees (see Note 8 – “Long-Term Debt”).
−Removed: We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.
Basis of Presentation
14 unchanged sentences
Earnings Per Share
−Removed: Basic earnings per share is computed by dividing net income by the basic weighted-average number of shares outstanding during each period.
−Removed: Diluted earnings per share is computed by dividing net income by diluted weighted-average shares outstanding.
−Removed: A reconciliation between basic and diluted earnings per share was as follows (in thousands, except share and per share data):
+Added: Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding during each period.
+Added: Diluted EPS is computed by dividing net income by diluted weighted-average shares outstanding.
+Added: A reconciliation between basic and diluted EPS was as follows (in thousands, except share and per share data):
Year Ended December 31,
1 unchanged sentence
( 2,269,909 )
+Added: Effect of dilutive securities - exchangeable notes
+Added: Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS
( 2,269,909 )
1 unchanged sentence
Dilutive effect of share awards
+Added: Dilutive effect of exchangeable notes
Diluted weighted-average shares outstanding
Each exchangeable note (see Note 9 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method.
+Added: Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities above.
During the year ended December 31, 2023 and 2022 the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.
4 unchanged sentences
We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole.
−Removed: In 2023, the Company took delivery of Oceania Cruises’ first Allura Class Ship.
−Removed: Based on the design, structure and technological advancements made to this new class of ship and the analysis of its major components, which is generally performed upon the introduction of a new class of ship, we have assigned the Allura Class Ships a weighted-average useful life of 35 years .
−Removed: A residual value of 10 % was established based on our long-term estimates of the expected remaining future benefit at the end of the ships’ weighted average useful lives.
Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred.
2 unchanged sentences
The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components.
−Removed: In addition, to determine the useful lives of the major components
−Removed: of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions.
+Added: In addition, to determine the useful lives of the major components of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10 - 15 % reduction for the estimated residual values of ships as follows:
16 unchanged sentences
Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment annually or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable.
−Removed: In 2023, we changed our annual evaluation date for impairment from December 31 to October 1.
−Removed: We believe this measurement date, which represents a change in the method of applying an accounting principle, is preferable because it better aligns with the timing of the Company’s financial planning process, which is a key component of the annual impairment tests.
−Removed: The change in the measurement date did not delay, accelerate or prevent an impairment charge.
−Removed: The accounting policy change is not material and will be applied prospectively.
We may use a qualitative assessment which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair value of a reporting unit is less than its carrying value.
15 unchanged sentences
● Decline in share price (in both absolute terms and relative to peers).
−Removed: We also may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value, including goodwill.
−Removed: In 2023, this consisted of a discounted future cash flow model to determine the fair value of the reporting unit.
−Removed: Our discounted cash flow valuation reflects our principal assumptions of 1) forecasted future operating results and growth rates, 2) forecasted capital expenditures for fleet growth and ship improvements and 3) a weighted average cost of capital of market participants, adjusted for an optimal capital structure.
−Removed: We believe that the approach was the most representative method to assess fair value as it utilized expectations of long-term growth as well as current market conditions.
−Removed: For the trade names, we may also use a quantitative assessment, which, in 2023, utilized the relief from royalty method and includes the same forecasts and discount rates from the discounted cash flow valuation in the goodwill assessment along with a trade name royalty rate assumption.
+Added: If the result of the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value.
We have concluded that our business has three reporting units.
−Removed: Each brand, Oceania Cruises, Regent Seven Seas and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment.
−Removed: For our annual impairment evaluation, we performed a quantitative assessment for the Regent Seven Seas reporting unit and of each brand’s trade names.
+Added: Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment.
+Added: For our annual impairment evaluation, we performed a qualitative assessment for the Norwegian and Regent reporting units and of each brand’s trade names.
As of October 1, 2024, our annual review supports the carrying value of these assets.
18 unchanged sentences
Segment Reporting
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures , which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: ASU 2023-07 has been applied retrospectively.
We have concluded that our business has a single reportable segment.
1 unchanged sentence
Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services;
−Removed: therefore, we aggregate all of the operating segments into one reportable segment.
+Added: therefore, we aggregate all of the operating segments into one reportable segment, which is equivalent to our consolidated financial statements.
+Added: Our chief operating decision maker (“CODM”) is the President and Chief Executive Officer who is also a Director on our Board of Directors.
+Added: Our CODM uses adjusted operating income (loss) in assessing segment performance and deciding how to allocate resources.
+Added: Resource allocation primarily occurs during the annual budgeting process, where capital is assigned to operations and assessed for availability in investment and financing activities.
+Added: considers variances on a monthly and quarterly basis to assess performance against budget, forecast and prior year actual results.
+Added: Adjusted operating income (loss) is used to assess return on invested capital, which is considered in the non-cash compensation of certain employees based on the reportable segment’s performance.
+Added: The below table includes our calculation of adjusted operating income (loss), our significant segment expenses therein, and a reconciliation of adjusted operating income (loss) to net income (loss) before income taxes (in thousands):
+Added: Year Ended December 31,
+Added: Total revenue
+Added: Cruise operating expense
+Added: Commissions, transportation and other
+Added: Onboard and other
+Added: Adjusted payroll and related (1)
+Added: Adjusted total cruise operating expense
+Added: Other operating expense
+Added: Adjusted marketing, general and administrative (2)
+Added: Depreciation and amortization
+Added: Adjusted total other operating expense
+Added: Adjusted operating income (loss)
+Added: ( 1,435,397 )
+Added: Adjusted operating income (loss)
+Added: ( 1,435,397 )
+Added: Non-cash compensation (3)
+Added: Interest expense, net
+Added: Other income (expense), net
+Added: Net income (loss) before income taxes
+Added: ( 2,276,703 )
+Added: (1) Excludes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards for shipboard officers.
+Added: We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”
+Added: (2) Excludes non-cash share-based compensation expenses related to equity awards for corporate employees.
+Added: We refer you to Note 11 – “Employee Benefits and Share-Based Compensation.”
+Added: (3) Includes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards, which are included in payroll and related expense and marketing, general and administrative expense.
Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S.
3 unchanged sentences
and consist primarily of our ships.
−Removed: We had 21 ships with Bahamas registry with a carrying value of $ 11.5 billion as of December 31, 2023 and 20 ships with Bahamas registry with a carrying value of $ 10.6 billion as of December 31, 2022.
−Removed: We had 10 ships with Marshall Islands registry with a carrying value of $ 3.6 billion as of December 31, 2023 and eight ships with Marshall Islands registry with a carrying value of $ 2.3 billion as of December 31, 2022.
+Added: We had 21 ships with Bahamas registry with a carrying value of $ 11.2 billion as of December 31, 2024 and $ 11.5 billion as of December 31, 2023.
+Added: We had 10 ships with Marshall Islands registry with a carrying value of $ 3.5 billion as of December 31, 2024 and $ 3.6 billion as of December 31, 2023.
We also had one ship with U.S.
10 unchanged sentences
The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net.
−Removed: We recognized a loss of $ 28.7 million, a gain of $ 55.8 million and a gain of $ 20.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.
+Added: We recognized a gain of $ 53.3 million, a loss of $ 28.7 million and a gain of $ 55.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies.
Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows.
6 unchanged sentences
To the extent that an instrument is not effective as a hedge or is no longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated statements of operations.
−Removed: Realized gains and losses related to our effective hedges are recognized in the same line item
−Removed: as the underlying hedged transactions.
+Added: Realized gains and losses related to our effective hedges are recognized in the same line item as the underlying hedged transactions.
For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged.
10 unchanged sentences
We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized.
+Added: We regularly assess the need for the valuation allowance on our deferred tax assets, and to the extent that we determine that an adjustment is needed, such adjustment will be recognized in the period that the determination is made.
With respect to acquired deferred tax assets, changes within the measurement period that result from new information about facts and circumstances that existed at the acquisition date shall be recognized through a corresponding adjustment to goodwill.
5 unchanged sentences
Recently Issued Accounting Guidance
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: ASU 2023-07 includes additional disclosures on an interim and annual basis and requires that the disclosures be applied to public entities that have a single reportable segment.
−Removed: These provisions are effective for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024.
−Removed: ASU will 2023-07 shall be applied retrospectively unless it is impracticable to do so.
−Removed: We will evaluate the impact of ASU 2023-07 on our notes to the consolidated financial statements.
In December 2023, the FASB issued ASU No.
1 unchanged sentence
Improvements to Income Tax Disclosures , which requires improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as certain other amendments to improve the effectiveness of income tax disclosures.
−Removed: The amendments in this update are effective for annual periods beginning after December 15, 2024 and
−Removed: should be applied on a prospective basis.
+Added: The amendments in this update are effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis.
+Added: We are evaluating the impact of ASU 2023-09 on our notes to the consolidated financial statements.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement—Reporting Comprehensive
+Added: Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses , which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures.
+Added: The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.
+Added: The update may be applied on a prospective or retrospective basis.
We will evaluate the impact of ASU 2024-03 on our notes to the consolidated financial statements.
3 unchanged sentences
Our cruise ticket prices generally include cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and government taxes, fees and port expenses.
−Removed: In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, free internet, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages.
+Added: In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation, complimentary beverages, unlimited shore excursions, Wi-Fi, pre-cruise hotel packages, and on some of the exotic itineraries, pre- or post-land packages.
Prices vary depending on the particular cruise itinerary, stateroom category selected and the time of year that the voyage takes place.
1 unchanged sentence
During the voyage, we generate onboard and other revenue for additional products and services which are not included in the cruise fare, including casino operations, certain food and beverage, gift shop purchases, spa services, Wi-Fi services and other similar items.
−Removed: Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with third-party concessionaires.
+Added: Food and beverage, casino operations and shore excursions are generally managed directly by us while retail shops, spa services, art auctions and Wi-Fi services may be managed through contracts with
+Added: third-party concessionaires.
These contracts generally entitle us to a percentage of the gross sales derived from these concessions, which is recognized on a net basis.
10 unchanged sentences
Cancellation fees are recognized in passenger ticket revenue in the month of the cancellation.
−Removed: Our standard payment and cancellation penalties apply for all sailings after March 31, 2023.
Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized when the performance obligation is satisfied.
11 unchanged sentences
Our contract liabilities are included within advance ticket sales.
−Removed: Future cruise credits that have been issued as face value reimbursement for cancelled bookings due to COVID-19 are approximately $ 78.0 million as of December 31, 2023.
The future cruise credits are not contracts, and therefore, guests who elected this option are excluded from our contract liability balance;
5 unchanged sentences
Approximately $ 2.1 billion of the December 31, 2023 contract liability balance has been recognized in revenue for the year ended December 31, 2024.
−Removed: Our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages was phased in through May 2022.
−Removed: As a result of increases in our Occupancy following our return to service as well as our cancellation policies returning to our standard terms, there has been an increase in the contract liability balance as of December 31, 2023.
−Removed: The addition of new ships also increases the contract liability balances as the number of sailings available for sale increases with each new ship.
+Added: The addition of new ships throughout 2023 increased the contract liability balances in 2024 as the number of sailings available for sale increases after each new ship in delivered.
In 2023, three new ships were delivered.
−Removed: Additionally, cruises on Norwegian Aqua and Oceania Cruises’ Allura are available for sale.
+Added: Additionally, cruises for four ships on order are available for sale.
Practical Expedients and Exemptions
12 unchanged sentences
Incremental commissions, credit card fees, air ticket costs, and port taxes and fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in commissions, transportation and other expense.
−Removed: For cruise vacations that had been cancelled by us due to COVID-19, approximately $ 0.3 million and $ 36.3 million in costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card fees, were recognized in earnings during the year ended December 31, 2022 and 2021, respectively.
+Added: On April 25, 2024, Norwegian acquired 100 % of the voting equity interest of Independent Maritime Advisors Ltd.
+Added: (“IMA”), a consulting company specializing in project management for newbuilds and vessel conversions for $ 37.5 million, which consisted primarily of cash and also included deferred consideration and the settlement of a pre-existing relationship.
+Added: Norwegian acquired IMA to bring newbuild project management and supervision in-house and optimize the overall capital outflow for newbuild expenditures, which generates synergies that create goodwill.
+Added: The preliminary purchase price was allocated as follows (in thousands):
+Added: Assets, other than goodwill
+Added: Total consideration allocated, net of $ 4.7 million of cash acquired
+Added: As of December 31, 2024, the measurement period pertaining to the acquisition remains open and is subject to further adjustment.
+Added: The acquisition includes deferred consideration, which is currently considered probable of payment in full;
+Added: however, if new information arises, a change in consideration could impact our goodwill or liabilities.
+Added: The acquisition of IMA does not have a material impact on the Company’s consolidated statements of operations.
Goodwill and Trade Names
Goodwill and trade names are not subject to amortization.
−Removed: As of December 31, 2023 and 2022, the carrying values were $ 98.1 million for goodwill and $ 500.5 million for trade names.
−Removed: We evaluate goodwill and trade names for impairment
−Removed: annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.
+Added: As of December 31, 2024 and 2023, the carrying values were $ 135.8 million and $ 98.1 million, respectively, for goodwill and $ 500.5 million for trade names.
+Added: We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.
The changes in the carrying amount of goodwill are as follows (in thousands):
2 unchanged sentences
Balance, December 31, 2023
+Added: Additions to goodwill
Impairment loss
41 unchanged sentences
Present value discount
+Added: ( 1,050,313 )
Present value of lease liabilities
12 unchanged sentences
For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on the number of days on which we have the right to use a specified asset.
−Removed: We have adopted the practical expedient to
−Removed: exclude leases with terms of less than one year from being included on the balance sheet.
+Added: We have adopted the practical expedient to exclude leases with terms of less than one year from being included on the balance sheet.
Lease expense for agreements that are short-term are disclosed below and include both fixed and variable payments.
7 unchanged sentences
Leases That Have Not Yet Commenced
−Removed: We have one agreement related to our rights to use a port facility which is under construction.
−Removed: The lease term for this agreement has not commenced as of December 31, 2023.
−Removed: Although we may have provided design input or advances related to these assets, we have determined that we do not control the assets during the period of construction.
−Removed: The lease is expected to commence in 2024.
−Removed: This port facility has undiscounted minimum annual guarantees of approximately $ 141.1 million of passenger fees.
+Added: We have three agreements related to our rights to use port facilities which are under construction or certain other port facilities.
+Added: The lease terms for these agreements have not commenced as of December 31, 2024.
+Added: Although we have provided or may provide design input or advances related to these assets, we have determined that we do not control these assets during the period of construction.
+Added: The leases are expected to commence in 2025 and 2028.
+Added: These port facilities have undiscounted minimum annual guarantees of approximately $ 238.5 million.
Accumulated Other Comprehensive Income (Loss)
4 unchanged sentences
Accumulated other comprehensive income (loss) at beginning of period
−Removed: Current period other comprehensive loss before reclassifications
+Added: Current period other comprehensive income (loss) before reclassifications
Amounts reclassified into earnings
4 unchanged sentences
Accumulated other comprehensive income (loss) at beginning of period
−Removed: Current period other comprehensive income (loss) before reclassifications
+Added: Current period other comprehensive loss before reclassifications
Amounts reclassified into earnings
4 unchanged sentences
Accumulated other comprehensive income (loss) at beginning of period
−Removed: Current period other comprehensive loss before reclassifications
+Added: Current period other comprehensive income (loss) before reclassifications
Amounts reclassified into earnings
12 unchanged sentences
Property and equipment, net
−Removed: The increase in ships was primarily due to the additions of Oceania Cruises’ Vista, Norwegian Viva and Regent Seven Seas Grandeur.
The Company capitalized approximately $ 398.6 million of costs associated with ship improvements and $ 140.5 million associated with other information technology assets during the year ended December 31, 2024.
7 unchanged sentences
Revolving Loan Facility
−Removed: Term Loan A Facility
$ 862.5 million 6.000 % exchangeable notes
4 unchanged sentences
$ 315.0 million 6.25 % senior unsecured notes
+Added: $ 600.0 million 7.75 % senior unsecured notes
$ 790.0 million 8.125 % senior secured notes
20 unchanged sentences
Vista newbuild loan
+Added: Prestige newbuild loan
+Added: Prestige Class 2 newbuild loan
+Added: New Oceania Cruises class 1 newbuild loan
+Added: New Oceania Cruises class 2 newbuild loan
Finance lease and license obligations
1 unchanged sentence
( 1,323,769 )
+Added: ( 1,744,778 )
Total long-term debt
1 unchanged sentence
dollar-denominated.
−Removed: In February 2023, NCLC issued $ 600.0 million aggregate principal amount of 8.375 % senior secured notes due February 1, 2028 (the “2028 Senior Secured Notes”).
−Removed: The 2028 Senior Secured Notes and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the Sixth ARCA and the 2029 Senior Secured Notes (as defined below).
−Removed: The 2028 Senior Secured Notes are guaranteed by our subsidiaries that own the vessels that secure the 2028 Senior Secured Notes.
−Removed: NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 1, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time on or after February 1, 2025, at the redemption prices set forth in the indenture governing the 2028
−Removed: Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: At any time and from time to time prior to February 1, 2025, NCLC may choose to redeem up to 40 % of the aggregate principal amount of the 2028 Senior Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 108.375 % of the principal amount of the 2028 Senior Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2028 Senior Secured Notes issued remains outstanding following such redemption.
−Removed: The 2028 Senior Secured Notes pay interest at 8.375 % per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.
−Removed: The net proceeds from the 2028 Senior Secured Notes were used to repay the loans outstanding under our Term Loan A Facility that otherwise would have become due in January 2024, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.
−Removed: The indenture governing the 2028 Senior Secured Notes includes requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness;
−Removed: (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments;
−Removed: (iii) make investments;
−Removed: (iv) consummate certain asset sales;
−Removed: (v) engage in certain transactions with affiliates;
−Removed: (vi) grant or assume certain liens;
−Removed: and (vii) consolidate, merge or transfer all or substantially all of their assets.
−Removed: In July 2022, NCLC entered into a $ 1 billion amended and restated commitment letter (the “commitment letter”) with the purchasers named therein (collectively, the “Commitment Parties”), which superseded a $ 1 billion commitment letter previously executed in November 2021.
−Removed: The commitment letter, among other things, extended the commitments thereunder through March 31, 2023.
−Removed: In February 2023, NCLC and the Commitment Parties amended and restated the commitment letter (the “current commitment letter”) to extend $ 650 million of commitments thereunder through February 2024, with an option for NCLC to further extend such commitments through February 2025 at its election.
−Removed: In February 2024, we extended the $ 650 million undrawn commitment from February 2024 to March 2024 while maintaining our option to further extend the commitment.
−Removed: Pursuant to the current commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of up to $ 650 million of senior secured notes at NCLC’s option.
−Removed: NCLC has the option to make up to two draws, consisting of (i) $ 250 million of senior secured notes due 2028 that, if issued, will accrue interest at a rate of 11.00 % per annum subject to a 1.00 % increase or decrease based on certain market conditions at the time drawn (the “Class B Notes”) and (ii) $ 400 million aggregate principal amount of 8.00 % senior secured notes due five years after the issue date (the “Backstop Notes”).
−Removed: The Class B Notes and the Backstop Notes are subject to a quarterly commitment fee of 0.75 % for so long as the commitments with respect to Class B Notes or the Backstop Notes, as applicable, are outstanding, which fee will be increased to 1.00 % if NCLC extends the commitments through February 2025 at its election.
−Removed: If drawn, the Class B Notes will be subject to an issue fee of 2.00 %, and the Backstop Notes will be subject to a quarterly duration fee of 1.50 %, as well as an issue fee of 3.00 % .
−Removed: In February 2023, in connection with the execution of the current commitment letter, NCLC issued $ 250 million aggregate principal amount of 9.75 % senior secured notes due 2028 (the “Class A Notes” and, collectively with the Class B Notes and the Backstop Notes, the “Notes”), subject to an issue fee of 2.00 %.
−Removed: NCLC used the net proceeds from the Class A Notes for general corporate purposes.
−Removed: NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time prior to February 22, 2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: NCLC may redeem the Class A Notes at its option, in whole or in part, at any time and from time to time on or after February 22, 2025, at the redemption prices set forth in the indenture governing the Class A Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: The Class A Notes pay interest at 9.75 % per annum, quarterly on February 15, May 15, August 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding February 1, May 1, August 1 and November 1, respectively.
−Removed: The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, secured by first-priority interests in, among other things and subject to certain agreed security principles, shares of capital stock in certain guarantors, our material intellectual property and two islands that we use in the operations of our cruise business.
−Removed: Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, guaranteed by our subsidiaries that own the property that secures the Notes as well as certain additional subsidiaries whose assets do not secure the Notes.
−Removed: The indenture governing the Class A Notes includes requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness;
−Removed: (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments;
−Removed: (iii) make investments;
−Removed: (iv) consummate certain asset sales;
−Removed: (v) engage in certain transactions with affiliates;
−Removed: (vi) grant or assume certain liens;
−Removed: and (vii) consolidate, merge or transfer all or substantially all of their assets.
−Removed: In February 2023, NCLC entered into a Backstop Agreement with Morgan Stanley & Co.
−Removed: LLC (“MS”), pursuant to which MS agreed to provide backstop committed financing to refinance and/or repay in whole or in part amounts then outstanding under the Senior Secured Credit Facility.
−Removed: Pursuant to the Backstop Agreement, we could, at our sole option, issue and sell to MS (subject to the satisfaction of certain conditions) five-year senior unsecured notes up to an aggregate principal amount sufficient to generate gross proceeds of $ 300 million at any time between October 4, 2023 and January 2, 2024.
−Removed: As a result of the refinancing of the Senior Secured Credit Facility in October 2023 (discussed below), the backstop committed financing was no longer applicable.
−Removed: In April 2023, $ 82.5 million in aggregate principal amount of the Revolving Loan Facility due January 2024 was assigned to a new lender, and the maturity date was extended by one year to January 2025.
−Removed: The terms of the assigned principal were the same as the existing lenders who extended commitments in December 2022 under Amendment No.
−Removed: 4 to the Senior Secured Credit Facility.
−Removed: In April 2023, we took delivery of Oceania Cruises’ Vista.
−Removed: We had export credit financing in place for 80 % of the contract price.
−Removed: The associated $ 632.6 million term loan bears interest at a fixed rate of 3.64 % with a maturity date of April 30, 2035.
−Removed: Principal and interest payments are payable semiannually.
−Removed: In May and June 2023, certain of NCLC’s export-credit backed facilities were amended to replace LIBOR with Term SOFR.
−Removed: In connection with these amendments, the Company adopted Accounting Standards Update (“ASU”) No.
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform.
−Removed: The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.
−Removed: As of June 30, 2023, we have applied certain optional expedients in our accounting for these amendments and the impact was immaterial.
−Removed: In August 2023, we took delivery of Norwegian Viva.
−Removed: We had export credit financing in place for 80 % of the contract price.
−Removed: The associated $ 1.1 billion term loan bears interest at a fixed rate of 2.77 % with a maturity date of August 3, 2035.
−Removed: Principal and interest payments are payable semiannually.
−Removed: In October 2023, NCLC issued $ 790.0 million aggregate principal amount of 8.125 % senior secured notes due January 15, 2029 (the “2029 Senior Secured Notes”).
−Removed: The 2029 Senior Secured Notes and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the Sixth ARCA and the 2028 Senior Secured Notes.
−Removed: The 2029 Senior Secured Notes are guaranteed by our subsidiaries that own the vessels that secure the 2029 Senior Secured Notes.
−Removed: NCLC may redeem the 2029 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to January 15, 2026, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: NCLC may redeem the 2029 Senior Secured Notes at its option, in whole or in part, at any time and from time to time on or after January 15, 2026, at the redemption prices set forth in the indenture governing the 2029 Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
−Removed: At any time and from time to time prior to January 15, 2026, NCLC may choose to redeem up to 40 % of the aggregate principal amount of the 2029 Senior Secured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 108.125 % of the principal amount of the 2029 Senior Secured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the
−Removed: aggregate principal amount of the 2029 Senior Secured Notes issued remains outstanding following such redemption.
−Removed: The 2029 Senior Secured Notes pay interest at 8.125 % per annum, semiannually on January 15 and July 15 of each year, commencing on July 15, 2024, to holders of record at the close of business on the immediately preceding January 1 and July 1, respectively.
−Removed: The net proceeds from the 2029 Senior Secured Notes, together with cash on hand, were used to repay the Term Loan A Facility, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.
−Removed: The indenture governing the 2029 Senior Secured Notes includes requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness;
−Removed: (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments;
−Removed: (iii) make investments;
−Removed: (iv) consummate certain asset sales;
−Removed: (v) engage in certain transactions with affiliates;
−Removed: (vi) grant or assume certain liens;
−Removed: and (vii) consolidate, merge or transfer all or substantially all of their assets.
−Removed: In October 2023, NCLC entered into the Sixth ARCA, an amendment and restatement of the Senior Secured Credit Facility.
−Removed: The Sixth ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $ 875 million to $ 1.2 billion.
−Removed: The Sixth ARCA and related guarantees are secured by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure the 2028 Senior Secured Notes and the 2029 Senior Secured Notes.
−Removed: The commitments and any loans under the Revolving Loan Facility mature on October 18, 2026, provided that (a) if, on September 16, 2024, NCLC’s 3.625 % senior notes due December 2024 have not been repaid or refinanced with indebtedness maturing after January 16, 2027 and a liquidity test of $ 800 million is not satisfied on that date, the maturity date will be September 16, 2024, (b) if, on May 2, 2025, NCLC’s 2025 Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after January 16, 2027 and a liquidity test of $ 800 million is not satisfied on that date, the maturity date will be May 2, 2025, and (c) if, on December 15, 2025, more than $ 300 million of NCLC’s 5.875 % senior notes due March 2026 remain outstanding and the remainder has not been repaid or refinanced with indebtedness maturing after January 16, 2027, the maturity date will be December 15, 2025.
−Removed: Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00 % and 1.25 % and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term Secured Overnight Financing Rate plus a margin of between 1.00 % and 2.25 %.
+Added: 2024 Transactions
+Added: In February 2024, NCLC and the purchasers named therein (collectively, the “Commitment Parties”) entered into a third amended and restated commitment letter (the “third amended commitment letter”), which became effective in March 2024.
+Added: The third amended commitment letter amended and restated the commitment letter dated February 22, 2023 and
+Added: extended the commitments thereunder through March 2025.
+Added: Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $ 650 million of senior unsecured notes due five years after the issue date (the “Commitment Notes”) at NCLC’s option.
+Added: If issued, the Commitment Notes will be subject to an issue fee of 0.50 % and will bear interest at a rate per annum equal to (A) the greater of (i) the interest rate of the 7.75 % senior notes due 2029 (“2029 Unsecured Notes”) and (ii) the then-current secondary trading yield applicable to the 2029 Unsecured Notes plus (B) 200 basis points .
+Added: The Commitment Notes are subject to a one-time structuring fee of 0.50 % and a quarterly commitment fee of 0.75 % for so long as the commitments with respect to the Commitment Notes are outstanding.
+Added: In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $ 250 million aggregate principal amount of 9.75 % senior secured notes due 2028 (the “2028 Secured Notes”) at a negotiated premium plus accrued and unpaid interest thereon.
+Added: In March 2024, in connection with the settlement of the repurchase, the aggregate principal amount outstanding under the 2028 Secured Notes was cancelled while also releasing the related collateral.
+Added: The loss on extinguishment was $ 29.0 million, recognized in interest expense, net.
+Added: In November 2023, we executed an agreement for a commitment of € 200 million in connection with financial support for our newbuilds, which became available in April 2024.
+Added: The commitment if drawn will pay interest quarterly at a rate per annum based on an applicable margin plus Euribor 3-months.
+Added: The commitment may be drawn at any time and is payable within 364 days , but no later than July 15, 2025.
+Added: Any amount repaid prior to July 15, 2025 may be drawn again.
+Added: In September 2024, NCLC issued $ 315.0 million aggregate principal amount of 6.250 % senior unsecured notes due March 1, 2030 (the “2030 Notes”).
+Added: NCLC may, at its option, redeem the 2030 Notes, in whole or in part, (i) prior to March 1, 2027 (the “First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2030 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the 2030 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
+Added: In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to 40 % of the aggregate principal amount of the 2030 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.250 % of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2030 Notes issued remains outstanding following such redemption.
+Added: The 2030 Notes pay interest at 6.250 % per annum, semiannually in arrears on March 1 and September 1 of each year, to holders of record at the close of business on the immediately preceding February 15 and August 15, respectively.
+Added: The 2030 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things:
+Added: (i) grant or assume certain liens;
+Added: (ii) enter into sale leaseback transactions;
+Added: and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.
+Added: The net proceeds for the 2030 Notes, after deducting the initial purchasers’ discount but before deducting estimated fees and expenses, together with cash on hand, were used to redeem $ 315.0 million aggregate principal amount of the 3.625 % senior notes due 2024, including to pay any accrued and unpaid interest thereon.
+Added: 2025 Transactions
+Added: In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid with funds drawn from the Revolving Loan Facility and also releasing the related collateral.
+Added: Also in January 2025, NCLC issued $ 1.8 billion aggregate principal amount of 6.750 % senior unsecured notes due February 1, 2032 (the “2032 Notes”).
+Added: NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the “First Call Date”), at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the 2032 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date.
+Added: In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to
+Added: 40 % of the aggregate principal amount of the 2032 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.750 % of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60 % of the aggregate principal amount of the 2032 Notes issued remains outstanding following such redemption.
+Added: The 2032 Notes pay interest at 6.750 % per annum, semiannually in arrears on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.
+Added: The 2032 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things:
+Added: (i) create liens on certain assets to secure debt;
+Added: (ii) enter into sale leaseback transactions;
+Added: and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.
+Added: The net proceeds for the 2032 Notes, together with cash on hand, were used to redeem $ 1.2 billion aggregate principal amount of the 5.875 % senior unsecured notes due 2026 and $ 600.0 million aggregate principal amount of the 8.375 % senior secured notes due 2028, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses.
+Added: The repayment of the 8.375% senior secured notes due 2028 also released the related collateral.
+Added: During the three months ended March 31, 2025, the related losses on extinguishment are expected to be approximately $ 50.0 million, which will be recognized in interest expense, net.
+Added: Concurrently with the above January 2025 transactions, NCLC entered into an amended and restated Revolving Loan Facility (the “Seventh ARCA”).
+Added: The Seventh ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $ 1.2 billion to $ 1.7 billion.
+Added: The commitments and any loans under the Revolving Loan Facility mature on January 22, 2030, provided that (a) if, on the date that is 91 days prior to the final maturity date of any of NCLC’s outstanding senior notes (other than the exchangeable notes), (i) such senior notes (other than the exchangeable notes) have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and (ii) the aggregate principal amount outstanding under such senior notes exceeds $ 400,000,000 , the maturity date will be such date if such date is earlier than January 22, 2030, (b) if, on November 17, 2026, the 2027 1.125% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026 and (c) if, on November 17, 2026, the 2027 2.5% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026.
+Added: Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00 % and 1.00 % and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term SOFR plus a margin of between 1.00 % and 2.00 %.
The commitments under the Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15 % and 0.30 %.
The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.
−Removed: The Sixth ARCA also (a) increased the basket for Permitted Additional Debt (as defined in the Sixth ARCA) and increased the amount of such additional debt that may be secured on assets that are not collateral and (b) extended certain financial covenants through the amended maturity date.
−Removed: As described above, the net proceeds from the 2029 Senior Secured Notes, together with cash on hand, were used to repay all of the Term Loan A Facility, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.
−Removed: No term loans are outstanding under the Sixth ARCA.
−Removed: In November 2023, we took delivery of Regent’s Seven Seas Grandeur.
−Removed: We had export credit financing in place for 80 % of the contract price.
−Removed: The associated $ 543.8 million term loan bears interest at a fixed rate of 3.7 % with a maturity date of November 14, 2035.
−Removed: Principal and interest payments are payable semiannually.
+Added: The Seventh ARCA also modified certain existing negative covenant thresholds and the related collateral.
+Added: The Seventh ARCA and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, ten of our vessels.
+Added: In January 2025, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125 % senior secured notes due 2029 such that collateral is the same as the Seventh ARCA.
Exchangeable Notes
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and enhances transparency in disclosures.
−Removed: One model which was eliminated is the bifurcation of embedded conversion features that are not accounted for separately as derivatives.
−Removed: Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes
−Removed: (as defined below) contain conversion options that may be settled with NCLH’s ordinary shares.
+Added: Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes (as defined below) contain conversion options that may be settled with NCLH’s ordinary shares.
As the options are both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives.
−Removed: The Private Exchangeable Notes contained a beneficial conversion feature, which was recognized within additional paid-in capital with an offsetting discount to the carrying amount of the debt.
−Removed: The discount was amortized to interest expense through December 31, 2020.
−Removed: On January 1, 2021, we early adopted ASU 2020-06 using a modified retrospective approach.
−Removed: As a result, the $ 131.2 million beneficial conversion feature previously recognized was reclassified from additional paid-in capital to long-term debt, and the discount amortization of $ 5.6 million was adjusted through accumulated deficit.
−Removed: As of December 31, 2023, NCLC had outstanding $ 146.6 million aggregate principal amount of 6.00 % exchangeable senior notes due May 15, 2024 (the “2024 Exchangeable Notes”).
−Removed: The 2024 Exchangeable Notes are guaranteed by NCLH on a senior basis.
−Removed: Holders may exchange their 2024 Exchangeable Notes at their option into redeemable preference shares of NCLC.
−Removed: Upon exchange, the preference shares will be immediately and automatically exchanged, for each $ 1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate.
−Removed: The exchange rate will initially be 72.7273 ordinary shares per $ 1,000 principal amount of 2024 Exchangeable Notes (equivalent to an initial exchange price of approximately $ 13.75 per ordinary share).
−Removed: The maximum exchange rate is 89.4454 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.
−Removed: The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction.
−Removed: The 2024 Exchangeable Notes pay interest at 6.00 % per annum, semiannually on May 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding May 1 and November 1, respectively.
As of December 31, 2024, NCLC had outstanding $ 450.0 million aggregate principal amount of 5.375 % exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”).
3 unchanged sentences
The exchange rate will initially be 53.3333 ordinary shares per $ 1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $ 18.75 per ordinary share).
−Removed: The maximum exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.
+Added: exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.
The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction.
10 unchanged sentences
The 2027 2.5% Exchangeable Notes are guaranteed by NCLH on a senior basis.
−Removed: At their option, holders may exchange their 2027 2.5% Exchangeable Notes for,
−Removed: at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met.
+Added: At their option, holders may exchange their 2027 2.5% Exchangeable Notes for, at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met.
If NCLC elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, upon exchange, the 2027 2.5% Exchangeable Notes will convert into redeemable preference shares of NCLC, which will be immediately and automatically exchanged, for each $ 1,000 principal amount of exchanged 2027 2.5% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate.
8 unchanged sentences
2027 2.5% Exchangeable Notes
−Removed: 2027 2.5% Exchangeable Notes
−Removed: (1) Classified within current portion of long-term debt as of December 31, 2023.
−Removed: We expect that the holders of the 2024 Exchangeable Notes will exchange their 2024 Exchangeable Notes for shares.
The following is a summary of NCLC’s exchangeable notes as of December 31, 2023 (in thousands):
4 unchanged sentences
2027 2.5% Exchangeable Notes
+Added: (1) Classified within current portion of long-term debt as of December 31, 2024.
+Added: We expect that the holders of the 2025 Exchangeable Notes will exchange their 2025 Exchangeable Notes for NCLH ordinary shares if not refinanced prior to maturity.
+Added: (2) Classified within current portion of long-term debt as of December 31, 2023.
+Added: During the year ended December 31, 2024, substantially all the holders of 2024 Exchangeable Notes elected to exchange their 2024 Exchangeable Notes for 10,658,607 NCLH ordinary shares and the remaining unexchanged notes were repaid in cash at maturity.
The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands):
1 unchanged sentence
December 31, 2023
+Added: December 31, 2022
Coupon interest
Amortization of deferred financing fees
−Removed: The effective interest rate is 7.04 %, 5.97 %, 1.64 % and 3.06 % for the 2024 Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.
+Added: The effective interest rate is 5.97 %, 1.64 % and 3.06 % for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.
Interest Expense
−Removed: Interest expense, net for the year ended December 31, 2023 was $ 727.5 million which included $ 73.5 million of amortization of deferred financing fees and an approximately $ 8.8 million loss on extinguishment and modification of debt.
−Removed: Interest expense, net for the year ended December 31, 2022 was $ 801.5 million which included $ 59.3 million of amortization of deferred financing fees and a $ 193.4 million loss on extinguishment of debt.
−Removed: Interest expense, net for the year ended December 31, 2021 was $ 2.1 billion which included $ 54.4 million of amortization of deferred financing fees and a $ 1.4 billion loss on extinguishment and modification of debt.
+Added: Interest expense, net for the year ended December 31, 2024 was $ 747.2 million which included $ 81.6 million of amortization of deferred financing fees and an approximately $ 29.2 million loss on extinguishment of debt.
+Added: Interest expense, net for the year ended December 31, 2023 was $ 727.5 million which included $ 73.5 million of amortization of deferred financing fees and a $ 8.8 million loss on extinguishment and modification of debt.
+Added: Interest expense, net for the year ended December 31, 2022 was $ 801.5 million which included $ 59.3 million of amortization of deferred financing fees and a $ 193.4 million loss on extinguishment and modification of debt.
Debt Repayments
6 unchanged sentences
Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.
−Removed: Related Party Disclosures
−Removed: NCLC, as issuer, NCLH, as guarantor, and U.S.
−Removed: Bank National Association, as trustee, were all parties to an indenture, dated May 28, 2020 (the “Indenture”) related to the Private Exchangeable Notes, which were held by an affiliate of L Catterton (the “Private Investor”).
−Removed: Based on the initial exchange rate for the Private Exchangeable Notes, the Private Investor beneficially owned approximately 10 % of NCLH’s outstanding ordinary shares as of December 31, 2020.
−Removed: The initial exchange rate for the Private Exchangeable Notes could have been adjusted in the event of certain make-whole fundamental changes or tax redemption events (each, as described in the Indenture), but the maximum number of NCLH ordinary shares issuable upon an exchange in the event of such an adjustment would not have exceeded 46,577,947 .
−Removed: The Private Exchangeable Notes also contained certain anti-dilution provisions that could have subjected the exchange rate to additional adjustment if certain events had occurred.
−Removed: NCLH, NCLC and the Private Investor also entered into an investor rights agreement, dated May 28, 2020 (the “Investor Rights Agreement”), which provided that, among other things, the Private Investor was entitled to nominate one person for appointment to the board of directors of NCLH until the first date on which the Private Investor no longer beneficially owned in the aggregate at least 50 % of the number of NCLH’s ordinary shares issuable upon exchange of the Private Exchangeable Notes beneficially owned by the Private Investor in the aggregate as of May 28, 2020 (subject to certain adjustments).
−Removed: The Investor Rights Agreement also provided for customary registration rights for the Private Investor and its affiliates, including demand and piggyback registration rights, contained customary transfer restrictions and provided that the Private Investor and its affiliates were subject to a voting agreement with respect to certain matters during a specified period of time.
−Removed: In a privately negotiated transaction among NCLH, NCLC and the Private Investor, NCLC agreed to repurchase all of the outstanding Private Exchangeable Notes for an aggregate repurchase price of approximately $ 1.0 billion (the “Repurchase”).
−Removed: On March 9, 2021, in connection with the settlement of the Repurchase, the trustee cancelled the aggregate principal amount outstanding under the Private Exchangeable Notes and confirmed that NCLC had satisfied and discharged its obligations under the Indenture.
−Removed: In connection with the Repurchase, we and the Private Investor agreed to terminate the Investor Rights Agreement effective upon the consummation of the Repurchase.
−Removed: Notwithstanding the termination, we and the Private Investor agreed that certain provisions related to indemnification and expense reimbursement would survive in accordance with their terms.
Fair Value Measurements and Derivatives
Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).
+Added: Derivatives are generally recorded at fair value.
+Added: Contracts that are designated as normal purchases and normal sales are not recorded at fair value.
+Added: The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business.
+Added: All of our allowance purchase agreements related to the E.U.
+Added: ETS meet the criteria specified for this exception.
Fair Value Hierarchy
15 unchanged sentences
As of December 31, 2024, we had fuel swaps pertaining to approximately 27 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through December 31, 2025.
+Added: As of December 31, 2024, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.
+Added: The notional amount of our foreign currency contracts were € 709.9 million, or $ 735.0 million based on the euro/U.S.
+Added: dollar exchange rate as of December 31, 2024.
The derivatives measured at fair value and the respective location in the consolidated balance sheets includes the following (in thousands):
7 unchanged sentences
Foreign currency contracts
−Removed: Prepaid expenses and other assets
Accrued expenses and other liabilities
+Added: Other long-term liabilities
Total derivatives designated as hedging instruments
2 unchanged sentences
Prepaid expenses and other assets
−Removed: Other long-term assets
Accrued expenses and other liabilities
26 unchanged sentences
Comprehensive
−Removed: Comprehensive Income
+Added: Comprehensive Income (Loss)
Income (Loss) into Income
8 unchanged sentences
Interest expense, net
−Removed: Total gain (loss) recognized in other comprehensive income
+Added: Total gain (loss) recognized in other comprehensive income (loss)
The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands):
5 unchanged sentences
Foreign currency contracts
−Removed: Interest rate contracts
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring
7 unchanged sentences
Foreign currency contracts
−Removed: Interest rate contracts
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring
21 unchanged sentences
As of December 31, 2024 and 2023, the fair value of our long-term debt, including the current portion, was $ 12.8 billion and $ 13.5 billion, respectively, which was $ 0.6 billion and $ 0.9 billion lower, respectively, than the carrying values, excluding deferred financing costs.
−Removed: The difference between the fair value and carrying value of our long-term debt is due
−Removed: to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates.
+Added: The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the
+Added: measurement dates.
The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities.
13 unchanged sentences
Amended and Restated 2013 Performance Incentive Plan
−Removed: In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares being granted to one individual in any calendar year.
−Removed: In May 2016, May 2021 and June 2022, the plan was amended and restated (the “Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders.
−Removed: Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased to a new maximum aggregate limit of 39,375,106 shares.
−Removed: In June 2023, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 2,633,900 , resulting in an increase in the maximum aggregate limit to 42,009,006 shares.
−Removed: Additionally, the expiration date of the Restated 2013 Plan was extended to February 20, 2033.
+Added: In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which as amended and restated through 2023 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 42,009,006 NCLH ordinary shares that could have been delivered pursuant to all awards granted under the plan.
+Added: In June 2024, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000 , resulting in an increase in the maximum aggregate limit to 45,009,006 NCLH ordinary shares.
+Added: Additionally, the expiration date of the Restated 2013 Plan was extended to March 7, 2034.
Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant.
10 unchanged sentences
Forfeited and cancelled
+Added: ( 1,351,413 )
Outstanding as of December 31, 2024
7 unchanged sentences
The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant.
−Removed: The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and booked position achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets.
+Added: The performance-based RSUs awarded to certain members of our management team are subject to performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and adjusted return on invested capital (as defined in the relevant award agreements) achieved by the Company during the performance period compared to targets established at the award date or other non-financial targets.
Although the terms of the performance-based RSU awards provide the compensation committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the key terms and conditions of these awards has been ascertained.
3 unchanged sentences
Average Grant
−Removed: Average Grant
Date Fair Value
Date Fair Value
−Removed: Date Fair Value
Non-vested as of January 1, 2024
( 4,358,233 )
−Removed: ( 1,564,474 )
Forfeited or expired
2 unchanged sentences
(1) Number of performance-based RSU awards included assumes maximum achievement of performance targets.
−Removed: As of December 31, 2023, there were total unrecognized compensation costs related to non-vested time-based, non-vested performance-based and market-based RSUs of $ 89.3 million, $ 12.1 million and $ 0 , respectively.
−Removed: The costs are expected to be recognized over a weighted-average period of 1.8 years, 1.6 years and 0 years, respectively, for the time-based, performance-based and market-based RSUs.
+Added: As of December 31, 2024, there were total unrecognized compensation costs related to non-vested time-based and non-vested performance-based RSUs of $ 94.8 million and $ 19.9 million, respectively.
+Added: The costs are expected to be recognized over a weighted-average period of 1.8 years for both time-based and performance-based RSUs.
Taxes paid pursuant to net share settlements in 2024, 2023 and 2022 were $ 25.3 million, $ 26.9 million and $ 21.0 million, respectively.
19 unchanged sentences
Our matching contributions are vested according to a five-year schedule.
−Removed: In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we have reinstated for 2024.
+Added: In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we reinstated for 2024.
The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S.
9 unchanged sentences
Amortization of prior service cost
−Removed: Amortization of actuarial loss
+Added: Amortization of actuarial gain
Total pension expense
10 unchanged sentences
Prior service cost
−Removed: Accumulated actuarial gain (loss)
+Added: Accumulated actuarial gain
Accumulated other comprehensive income (loss)
−Removed: The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2023, 2022 and 2021 were 5.3 %, 2.8 % and 2.3 %, respectively, and the actuarial loss is amortized over 18 years.
+Added: The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2024, 2023 and 2022 were 5.0 %, 5.3 % and 2.8 %, respectively, and the average future years of service is 16 years.
The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods.
9 unchanged sentences
The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question.
−Removed: Although the Government of Bermuda has already released limited guidance with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2024 calendar year and beyond.
+Added: Although the Government of Bermuda has released limited guidance with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will be released over the course of the 2025 calendar year and beyond.
As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Tax Protection Act 1966.
2 unchanged sentences
In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda.
−Removed: We expect we will meet the necessary requirements to qualify for the international shipping income exclusion during 2024.
+Added: We believe we met the necessary requirements to qualify for the international shipping income exclusion during 2024.
Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with any available tax loss deductions on an annual basis.
4 unchanged sentences
( 2,276,703 )
−Removed: ( 4,501,320 )
Net income (loss) before income taxes
( 2,276,703 )
−Removed: ( 4,501,320 )
−Removed: The components of the provision for income taxes consisted of the following benefit (expense) (in thousands):
+Added: The components of the provision for income taxes consisted of the following benefit (in thousands):
Year Ended December 31,
5 unchanged sentences
Total deferred:
−Removed: Income tax benefit (expense)
−Removed: Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit (expense) was as follows (in thousands):
+Added: Income tax benefit
+Added: Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax benefit was as follows (in thousands):
Year Ended December 31,
5 unchanged sentences
Valuation allowance
−Removed: Income tax benefit (expense)
+Added: Income tax benefit
Deferred tax assets and liabilities were as follows (in thousands):
7 unchanged sentences
Total deferred tax liabilities
−Removed: Net deferred tax asset (liability)
−Removed: net operating loss carryforwards of $ 845.5 million and $ 721.3 million for the years ended December 31, 2023 and 2022, respectively, which begin to expire in 2030 , a portion of which relate to Prestige discussed further below.
+Added: Net deferred tax asset
+Added: net operating loss carryforwards of $ 848.4 million and $ 845.5 million for the years ended December 31, 2024 and 2023, respectively, which begin to expire in 2030 , a portion of which relate to PCI discussed further below.
We have state net operating loss carryforwards of $ 30.3 million and $ 32.1 million for the years ended December 31, 2024 and 2023, respectively, which expire between 2028 through 2044 .
−Removed: As described above, as a result of the new corporate income tax legislation enacted in Bermuda on December 27, 2023, we have Bermuda opening tax loss carryforwards of $ 3.5 billion as of December 31, 2023, which can be carried forward indefinitely.
−Removed: The opening tax loss carryforwards will continue to be evaluated through the enactment date, January 1, 2025, and is subject to material change as this is an estimated amount.
+Added: As described above, as a result of the new corporate income tax legislation enacted in Bermuda on December 27, 2023, we had Bermuda opening tax loss carryforwards of $ 3.7 billion and $ 3.5 billion as of December 31, 2024 and 2023, respectively, which can be carried forward indefinitely.
We evaluate our deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not be realized.
1 unchanged sentence
We conduct our evaluation by considering all available positive and negative evidence.
−Removed: This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the cruise industry and broader economy.
−Removed: Based on the weight of available evidence, we have recorded a valuation allowance in the fourth quarter of 2023, 2022 and 2021 of $ 2.3 million, $ 43.3 million and $ 45.0 million, respectively, with respect to the U.S.
+Added: This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlook for the cruise industry and broader economy.
+Added: Based on the weight of available evidence, we maintained a full valuation allowance by recognizing a valuation allowance in the fourth quarters of 2024 and 2023 of $ 15.4 million and $ 532.4 million, respectively, with respect to our Bermuda net deferred tax assets.
+Added: Additionally, we previously recorded valuation allowances with respect to the U.S.
net deferred tax assets in one of our U.S.
−Removed: and several of our foreign subsidiaries.
−Removed: Additionally, we have recorded a valuation allowance in the fourth quarter of 2023 of $ 532.4 million with respect to our Bermuda net deferred tax assets.
−Removed: Included above are deferred tax assets associated with our operations in Norway for which we have provided a full valuation allowance.
+Added: and several of our foreign subsidiaries including of $ 13.0 million, $ 2.3 million and $ 43.3 million during the years ended 2024, 2023 and 2022, respectively.
+Added: During the fourth quarter of 2024, we reassessed the need for a valuation allowance.
+Added: After weighing all of the evidence, we determined that the positive evidence in favor of releasing a portion of the valuation allowance outweighed the negative evidence against releasing the allowance on certain U.S.
+Added: net deferred tax assets and concluded that it is more likely than not that the majority of the U.S.
+Added: deferred tax assets will be realized.
+Added: As a result, we released $ 161.9 million of the valuation allowance for the portion of our U.S.
+Added: deferred tax assets that we expect will ultimately be more likely than not to be realized.
+Added: The positive evidence considered includes continuous improvement in our operating results and profitability, implementation of certain tax planning actions, our projections showing sufficient utilization of tax attributes within their requisite carryforward periods, and not having a history of
+Added: expiration of tax attributes.
+Added: The negative evidence considered includes that we are in a three-year cumulative book loss position as of December 31, 2024.
+Added: We continue to maintain a valuation allowance against the deferred tax assets for which we concluded it is more likely than not they will not be realized.
+Added: Included above are deferred tax assets associated with our operations in Norway.
We have Norway net operating loss carryforwards of $ 9.5 million and $ 10.8 million for the years ended December 31, 2024 and 2023, respectively, which can be carried forward indefinitely.
−Removed: Included above are deferred tax assets associated with Prestige.
+Added: Included above are deferred tax assets associated with PCI.
net operating loss carryforwards of $ 155.0 million for the years ended December 31, 2024 and 2023, which begin to expire in 2030 .
−Removed: Utilization of the Prestige net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”).
−Removed: Ownership changes may limit the amount of net operating loss carryforwards that can be
−Removed: utilized to offset future taxable income and tax, respectively.
+Added: Utilization of the PCI net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986 (“Section 382”).
+Added: Ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax, respectively.
In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.
−Removed: If we have experienced an ownership change, utilization of Prestige’s net operating loss carryforwards would be subject to an annual limitation under Section 382.
+Added: If we have experienced an ownership change, utilization of PCI’s net operating loss carryforwards would be subject to an annual limitation under Section 382.
Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization.
Subsequent ownership changes could further impact the limitation in future years.
−Removed: We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of Prestige, for which we had previously provided a full valuation allowance.
+Added: We implemented certain tax restructuring strategies that created our ability to utilize the net operating loss carryforwards of PCI, for which we had previously provided a full valuation allowance.
We file income tax returns in the U.S.
4 unchanged sentences
income tax examinations by authorities for years prior to 2021, except for years in which NOLs generated prior to 2021 are utilized.
−Removed: Due to our international structure as well as the existence of international tax treaties that exempt taxation on certain activities, the repatriation of earnings from our subsidiaries would have no tax impact.
We derive our income from the international operation of ships.
11 unchanged sentences
For the Norwegian brand, we have four Prima Class Ships on order, each ranging from approximately 156,000 to 169,000 Gross Tons with 3,550 to 3,850 Berths, with currently scheduled delivery dates from 2025 through 2028.
−Removed: For the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025.
−Removed: The Allura Class Ship will be approximately 67,800 Gross Tons and 1,250 Berths.
−Removed: The impacts of initiatives to improve environmental sustainability, modifications the Company has made to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries in the past.
+Added: For the Norwegian brand, we also have an order for four additional ships, each at approximately 225,000 Gross Tons and 5,150 Berths, with currently scheduled delivery dates from 2030 through 2036.
+Added: For the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025, which will be approximately 68,000 Gross Tons and 1,200 Berths.
+Added: For the Oceania Cruises brand, we also have an order for four additional ships (which includes two ships on order, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel), each at approximately 86,000 Gross Tons and 1,450 Berths, with currently scheduled delivery dates from 2027 through 2031.
+Added: For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 850 Berths, with currently scheduled delivery dates in 2026 and 2029.
+Added: The impacts of initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries.
These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.
−Removed: As of December 31, 2023, the combined contract prices, including amendments and change orders, of the five ships on order for delivery was approximately € 5.8 billion, or $ 6.4 billion based on the euro/U.S.
+Added: As of December 31, 2024, the combined contract prices, including amendments and change orders, of the 13 ships on order for delivery (which excludes two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel) was approximately € 17.5 billion, or $ 18.1 billion based on the euro/U.S.
dollar exchange rate as of December 31, 2024.
−Removed: We have obtained fixed-rate export-credit backed financing for the ships on order which is expected to fund approximately 80 % of each contract price, subject to certain conditions.
−Removed: We do not anticipate any contractual breaches or cancellation to occur.
+Added: If the two ships on order for Oceania Cruises are cancelled, there will be incremental corresponding adjustments to the purchase price of other applicable newbuilds not to exceed € 51 million.
+Added: For ships on order, excluding the two ships on order for Oceania Cruises that we have the option to cancel and the four additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to 2036, we have obtained export credit financing which is expected to fund approximately 80 % of each contract price, subject to certain conditions.
+Added: We do not anticipate any contractual breaches or cancellations to occur, except as noted above.
However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.
−Removed: As of December 31, 2023, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands):
+Added: As of December 31, 2024, minimum annual payments for non-cancelable ship construction contracts, which exclude two contracts with options to cancel, were as follows (in thousands):
Total minimum annual payments
+Added: The above presentation reflects the current delivery dates;
+Added: however, certain delivery dates may be delayed at the option of the builder, which would result in additional fees.
Port Facility Commitments
7 unchanged sentences
In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions.
−Removed: As of December 31, 2023, we have in place approximately £ 62.4 million of security guarantees for our brands as well as a consumer protection policy covering up to £ 107.9 million.
+Added: As of December 31, 2024, we have in place approximately £ 65.1 million of security guarantees for our brands as well as a consumer protection policy covering up to
+Added: £ 141.1 million.
The Company has provided approximately $ 1.4 million in cash to secure all the financial security guarantees required.
20 unchanged sentences
On September 29, 2023, the plaintiff filed its answering brief responding to the Company’s opening brief in the Eleventh Circuit.
+Added: On May 17, 2024, the Eleventh Circuit heard oral argument on the matter.
+Added: On October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim.
We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time;
therefore, no liability has been recorded.
−Removed: The ability to make such estimates and judgments can be affected by various factors including, among other things:
−Removed: lack of legal precedent, stage of the proceedings, legal uncertainties inherent within the litigation process, the availability of appellate remedies, and involvement of numerous parties.
−Removed: We continue to believe we have meritorious defenses to the Havana Docks Matter.
−Removed: However, if the plaintiff prevails in the final outcome of this matter, there may be a material adverse impact on the Company’s financial condition, results of operations and/or cash flows.
−Removed: We were a party to a claim against a vendor which resulted in a verdict of approximately $ 159 million in favor of the Company in October 2022, for which the vendor filed a notice of appeal in February 2023.
−Removed: In December 2023, the Company and the vendor agreed to settle the claim and entered into a new comprehensive services arrangement with preferred rates.
−Removed: The favorable financial impact of these preferred rates will be recognized during the term of the 10-year arrangement as the services are provided.
In the normal course of our business, various other claims and lawsuits have been filed or are pending against us.
8 unchanged sentences
These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral.
−Removed: Although the agreements vary, these requirements may generally be satisfied either
−Removed: through a percentage of customer payments withheld or providing cash funds directly to the card processor.
+Added: Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor.
Any cash reserve or collateral requested could be increased or decreased.
−Removed: As of December 31, 2023, we had cash reserves with credit card processors of approximately $ 51.6 million, which includes $ 20.1 million recognized in accounts receivable, net and $ 31.5 million recognized in other long-term assets.
−Removed: During the year ended December 31, 2023, the Company received a return of cash collateral from one credit card processor of $ 500 million, which was previously classified as other long-term assets.
+Added: As of December 31, 2024, we had cash reserves with credit card processors of approximately $ 0.8 million recognized in accounts receivable.
+Added: The $ 31.5 million previously recognized in other long-term assets was returned to the Company during the year ended December 31, 2024.
We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.
Other Income (Expense), Net
−Removed: Other income (expense), net was expense of $ 40.2 million, income of $ 76.6 million, and income of $ 124.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: In 2023, the expense was primarily due to net losses from foreign currency remeasurements.
−Removed: In 2022 and 2021, the income was primarily due to gains on derivatives not designated as hedges and gains from foreign currency remeasurements.
+Added: Other income (expense), net was income of $ 54.2 million, expense of $ 40.2 million, and income of $ 76.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: In 2024 and 2023, the income and expense was primarily due to net gains and losses from foreign currency remeasurements.
+Added: In 2022, the income was primarily due to gains on derivatives not designated as hedges and gains from foreign currency remeasurements.
Concentration Risk
3 unchanged sentences
For the year ended December 31, 2024, we had non-cash investing activities related to property and equipment of $ 38.9 million.
−Removed: For the year ended December 31, 2023, we received a refund of income taxes of $ 3.1 million and paid interest and related fees, net of capitalized interest, of $ 822.5 million including the early redemption premiums.
+Added: For the year ended December 31, 2024, we paid income taxes of $ 4.6 million and interest and related fees, net of capitalized interest, of $ 772.6 million including the early redemption premiums.
For the year ended December 31, 2023, we had non-cash investing activities related to property and equipment of $ 37.7 million.
+Added: For the year ended December 31, 2023, we received a refund of income taxes of $ 3.1 million and paid interest and related fees, net of capitalized interest, of $ 822.5 million.
+Added: For the year ended December 31, 2022, we had non-cash investing activities related to property and equipment of $ 51.7 million.
For the year ended December 31, 2022, we received a refund of income taxes of $ 9.5 million and paid interest and related fees, net of capitalized interest, of $ 750.6 million including the early redemption premiums.
−Removed: For the year ended December 31, 2021, we had non-cash investing activities in connection with property and equipment of $ 109.3 million.
−Removed: For the year ended December 31, 2021, we paid income taxes of $ 2.7 million and interest and related fees, net of capitalized interest, of $ 2.1 billion.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.