NCL CORP Ltd.: issues $950,000,000 of 8.750% senior notes due 2031

What happened

• NCL Corporation Ltd. ("NCLC") closed its previously announced private offering (the "Notes Offering") of $950,000,000 aggregate principal amount of 8.750% senior notes due 2031 (the "Notes") on Oct 15, 2026. The Notes were issued pursuant to an indenture dated Oct 15, 2026 between NCLC and U.S. Bank Trust Company, National Association, as trustee.
• NCLC reported net proceeds from the Notes Offering of approximately $941,700,000, which, together with cash on hand, were used to (i) redeem all outstanding 6.125% senior notes due 2028 issued by NCL Finance, Ltd., (ii) repay approximately $376,300,000 of borrowings under its senior secured revolving loan facility and (iii) prepay approximately $42,200,000 under export-credit backed financing facilities, plus related premiums, fees and expenses.
• On Oct 15, 2026, NCLC entered into a third amendment (the "ARCA Amendment") to the Seventh Amended and Restated Credit Agreement, increasing the lenders' commitments under the existing revolving loan facility from $2,486,000,000 to $2,801,000,000 and making other amendments described in the filing.

Key details

• Interest on the Notes will accrue from Oct 15, 2026 at 8.750% per year, payable semi-annually on Apr 15 and Oct 15 beginning Apr 15, 2027; maturity date is Oct 15, 2031.
• Redemption terms include redemption prior to Oct 15, 2028 (the "First Call Date") at 100% of principal plus a make-whole amount, and the ability to redeem up to 40% of the Notes prior to the First Call Date with certain equity offering proceeds at 108.750% of principal, subject to conditions.
• The ARCA Amendment sets the Amended Revolving Loan Facility maturity at Jan 22, 2030, subject to specified earlier maturity triggers tied to other senior notes and liquidity tests, and adjusts interest margins, unused commitment fees (between 0.15% and 0.30%), certain financial covenant definitions, guarantors and collateral.
• The Indenture contains covenants limiting creation of liens, sale-leaseback transactions and certain dispositions or consolidations, a change-of-control repurchase obligation at 101% of principal in specified circumstances, and customary events of default.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the issuance of the Notes and the ARCA Amendment to the credit agreement, and Item 1.02 (termination of a material definitive agreement) reflecting the redemption notice and redemption of the 6.125% senior notes due 2028. Item 8.01 includes related press releases.
• This filing does not show why the insider traded or why the company acted.