Norwegian Cruise Line Holdings Ltd.: issues $950,000,000 senior notes

What happened

• NCL Corporation Ltd. ("NCLC"), a subsidiary of Norwegian Cruise Line Holdings Ltd. ("NCLH"), closed a private offering of $950,000,000 aggregate principal amount of 8.750% senior notes due 2031 on Oct 15, 2026, and issued the notes pursuant to an indenture dated Oct 15, 2026.
• NCLC reported net proceeds of approximately $941,700,000 after the initial purchasers’ discount and said it used those net proceeds, together with cash on hand, to redeem all outstanding 6.125% senior notes due 2028 issued by NCL Finance, repay approximately $376,300,000 of borrowings under NCLC’s revolving loan facility and prepay approximately $42,200,000 under export-credit backed financing facilities.
• On Oct 15, 2026, NCLC entered into a third amendment to the Seventh Amended and Restated Credit Agreement (the ARCA Amendment) that increased lenders’ commitments under the existing revolving loan facility from $2,486,000,000 to $2,801,000,000 and made related changes to guarantors, collateral and certain covenant definitions.

Key details

• Net proceeds were approximately $941,700,000 after the initial purchasers’ discount; interest on the notes accrues from Oct 15, 2026 at 8.750% per year, payable semi-annually on Apr 15 and Oct 15 beginning Apr 15, 2027; maturity is Oct 15, 2031.
• Redemption and repurchase terms in the indenture include: redemption prior to Oct 15, 2028 at 100% of principal plus a make-whole amount; redemption on or after Oct 15, 2028 at specified prices; up to 40% optional redemption prior to the first call date at 108.750% with certain equity proceeds (subject to a 60% outstanding condition); and change of control repurchase at 101% of principal.
• The ARCA Amendment sets the Amended Revolving Loan Facility maturity at Jan 22, 2030 subject to earlier maturity triggers tied to certain outstanding senior notes and liquidity tests; interest margins range from 0.00% to 1.00% for alternate base rate loans and 1.00% to 2.00% for term benchmark loans, with an unused commitment fee of 0.15% to 0.30%; it also added Pride of America Ship Holding, LLC and Norwegian Epic, Ltd. as guarantors and released Norwegian Dawn Limited and Norwegian Spirit, Ltd. as guarantors.

Why it may matter

• The filing reports an Item 1.01 entry into material definitive agreements (the indenture for the notes and the ARCA Amendment) and an Item 1.02 termination of a material definitive agreement (the redemption of the 2028 notes), and includes press releases under Item 8.01. The filing does not show why the insider traded or why the company acted.