| Schedule of exchangeable notes |
The following is a summary of NCLC’s exchangeable notes as of June 30, 2025 (in thousands): | | | | | | | | | | | | | | | | | | | | Unamortized Debt | | | | | | | | | | | | | | Discount, | | | | | | | | | | | Principal | | including Deferred | | Net Carrying | | Fair Value | | | Amount | | Financing Fees | | Amount | | Amount | | Leveling | 2025 Exchangeable Notes (1) | | $ | 96,101 | | $ | (903) | | $ | 95,198 | | $ | 106,147 | | Level 2 | 2027 1.125% Exchangeable Notes | | | 1,150,000 | | | (91,722) | | | 1,058,278 | | | 1,123,734 | | Level 2 | 2027 2.5% Exchangeable Notes | | | 473,175 | | | (38,916) | | | 434,259 | | | 470,525 | | Level 2 | 2030 Exchangeable Notes | | | 353,876 | | | (62,710) | | | 291,166 | | | 376,170 | | Level 2 |
| (1) | The exchangeable notes are convertible into redeemable preference shares of NCLC. Upon conversion, the preference shares are immediately and automatically exchanged, for each $1,000 principal amount of exchangeable notes, into a certain number of NCLH’s ordinary shares based on the applicable exchange rate. Upon NCLH’s receipt of the NCLC preference shares, each preference share will be immediately re-designated into an ordinary share of NCLC of par value $1,000 per share and then subdivided into 833,333 ordinary shares of NCLC of par value $0.0012 per share (the “re-designation”). After the re-designation, the NCLC ordinary shares are repurchased for nominal consideration and cancelled. Subsequent to June 30, 2025, substantially all the remaining holders of the 2025 Exchangeable Notes elected to exchange their notes for 96,012 series A-3 preference shares, which were issued and subsequently re-designated and subdivided, and the newly issued ordinary shares of NCLC were then repurchased and cancelled. The remaining unexchanged notes were repaid in cash at maturity. |
The following is a summary of NCLC’s exchangeable notes as of December 31, 2024 (in thousands): | | | | | | | | | | | | | | | | | | | | Unamortized Debt | | | | | | | | | | | | | | Discount, | | | | | | | | | | | Principal | | including Deferred | | Net Carrying | | Fair Value | | | Amount | | Financing Fees | | Amount | | Amount | | Leveling | 2025 Exchangeable Notes | | $ | 449,990 | | $ | (26,141) | | $ | 423,849 | | $ | 641,560 | | Level 2 | 2027 1.125% Exchangeable Notes | | | 1,150,000 | | | (117,743) | | | 1,032,257 | | | 1,177,347 | | Level 2 | 2027 2.5% Exchangeable Notes | | | 473,175 | | | (49,733) | | | 423,442 | | | 492,395 | | Level 2 |
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| Schedule of interest expense of exchangeable notes |
The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands): | | | | | | | | | | | | | | | Three Months Ended | | Six Months Ended | | | June 30, | | June 30, | | | 2025 | | 2024 | | 2025 | | 2024 | Coupon interest | | $ | 8,567 | | $ | 13,308 | | $ | 20,805 | | $ | 27,745 | Amortization of discount and deferred financing fees | | | 24,436 | | | 29,911 | | | 53,267 | | | 62,055 | Total | | $ | 33,003 | | $ | 43,219 | | $ | 74,072 | | $ | 89,800 |
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| Schedule of principal repayments on long-term debt including exchangeable notes and finance lease obligations |
The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be, or in the case of certain of the 2025 Exchangeable Notes have been, settled in NCLH ordinary shares, and finance lease obligations as of June 30, 2025 (in thousands): | | | | Year | | Amount | Remainder of 2025 | | $ | 500,640 | 2026 | | | 1,045,214 | 2027 | | | 3,383,798 | 2028 | | | 1,207,797 | 2029 | | | 2,023,088 | 2030 | | | 1,758,833 | Thereafter | | | 4,194,868 | Total | | $ | 14,114,238 |
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