CONFIDENTIAL TREATMENT REQUESTED BY VIKING HOLDINGS LTD
PURSUANT TO 17 CFR 200.83.
The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and neither we nor the selling shareholders are soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated , 2024
PRELIMINARY PROSPECTUS
Viking Holdings Ltd
Ordinary Shares
The selling shareholders identified in this prospectus are offering an aggregate of ordinary shares. The underwriters may also purchase up to ordinary shares from the selling shareholders within 30 days of the date of this prospectus. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “VIK.” On , 2024, the last reported share price of our ordinary shares as reported on the NYSE, was $ per share.
We have two classes of shares: ordinary shares and special shares. The rights of the holders of our ordinary shares and our special shares are identical, except with respect to voting, conversion and transfer rights. Each ordinary share is entitled to one vote per share and each special share is entitled to 10 votes per share. Each special share may be converted at any time into one ordinary share at the option of the holder and will convert automatically into one ordinary share upon transfer, subject to certain exceptions. See “Description of Share Capital.” As a result of its ownership of special shares, our principal shareholder (as defined herein) holds approximately 87% of the voting power of our issued and outstanding share capital. As a result of our principal shareholder’s ownership, we are a “controlled company” within the meaning of the rules of the NYSE and are permitted to rely on certain of the controlled company exemptions under the NYSE corporate governance rules.
Investing in our ordinary shares involves risks. See “Risk Factors” on page 37.
We are a “foreign private issuer” under applicable Securities and Exchange Commission rules and are eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being a Foreign Private Issuer.”
| Price to Public |
Underwriting Discounts and Commissions(1) |
Proceeds, Before Expenses, to the Selling Shareholders |
||||||||||
| Per Ordinary Share |
$ | $ | $ | |||||||||
| Total |
$ | $ | $ | |||||||||
| (1) | We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The selling shareholders have granted to the underwriters a 30-day option to purchase up to additional ordinary shares from the selling shareholders at the public offering price less the underwriting discounts and commissions.
The underwriters expect to deliver the ordinary shares on or about , 2024.
(in alphabetical order)
| BofA Securities | J.P. Morgan |
The date of this prospectus is , 2024.
