Norwegian Cruise Line Enters Material Definitive Agreement

TL;DR

NCLH just signed a big financial deal, more details to come.

AI Summary

Norwegian Cruise Line Holdings Ltd. entered into a material definitive agreement on April 4, 2024, related to a direct financial obligation. The company, headquartered in Miami, Florida, filed this 8-K report on April 8, 2024, detailing the creation of this obligation.

Why It Matters

This filing indicates a new financial commitment or obligation for Norwegian Cruise Line Holdings Ltd., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing concerns a material definitive agreement and a direct financial obligation, which inherently carries financial risk that needs further examination.

Key Players & Entities

• Norwegian Cruise Line Holdings Ltd. (company) — Registrant
• April 4, 2024 (date) — Date of earliest event reported
• April 8, 2024 (date) — Date of report
• Miami, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share NCLH The New York Stock Exc

Filing Documents

• tm2411152d1_8k.htm (8-K) — 38KB
• tm2411152d1_ex10-1.htm (EX-10.1) — 1736KB
• tm2411152d1_ex10-2.htm (EX-10.2) — 1828KB
• tm2411152d1_ex10-3.htm (EX-10.3) — 1724KB
• tm2411152d1_ex10-4.htm (EX-10.4) — 1767KB
• tm2411152d1_ex99-1.htm (EX-99.1) — 23KB
• tm2411154d1_ex10-1img001.jpg (GRAPHIC) — 2KB
• tm2411154d1_ex10-2img01.jpg (GRAPHIC) — 6KB
• tm2411154d1_ex10-3spl3img001.jpg (GRAPHIC) — 2KB
• tm2411154d1_ex10-4img001.jpg (GRAPHIC) — 2KB
• tm2411154d1_ex99-1img01.jpg (GRAPHIC) — 135KB
• 0001104659-24-044747.txt ( ) — 8518KB
• nclh-20240404.xsd (EX-101.SCH) — 3KB
• nclh-20240404_lab.xml (EX-101.LAB) — 33KB
• nclh-20240404_pre.xml (EX-101.PRE) — 22KB
• tm2411152d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Terms and Conditions for Cruise Vessel Financing On April 4, 2024, NCL Corporation Ltd. ("NCLC"), a subsidiary of Norwegian Cruise Line Holdings Ltd. ("NCLH"), as guarantor, and its subsidiaries Oceania Next I, LLC, Oceania Next II, LLC, DaVinci One, LLC and DaVinci Two, LLC, as applicable, as borrowers, entered into separate credit facility agreements (collectively, the "Credit Facilities") with Crdit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent, and certain banks and financial institutions from time to time party thereto as lenders and joint mandated lead arrangers, for the financing of four new cruise vessels to be purchased by Oceania Next I, LLC ("Vessel 1"), Oceania Next II, LLC ("Vessel 2"), DaVinci One, LLC ("Vessel 3") and DaVinci Two, LLC ("Vessel 4") from Fincantieri S.p.A. (collectively, the "Ships"). Each of the Credit Facilities will be insured by insurance policies issued by SACE S.p.A., the Italian state export credit agency ("SACE"), subject to certain conditions. Vessel 1 will be built for delivery in 2027, Vessel 2 will be built for delivery in 2028 (which may be delayed to 2029), Vessel 3 will be built for delivery in 2026 and Vessel 4 will be built for delivery in 2029. Credit Facilities Overview The purpose of the Credit Facilities is to provide partial financing for the purchase of the Ships. Each Credit Facility provides for a multi-draw term loan facility for up to (i) 724,000,000 (or its Dollar equivalent) for Vessel 1 and Vessel 2 and (ii) 652,800,000 (or its Dollar equivalent) for Vessel 3 and Vessel 4, plus, in each case, an amount equal to 100% of the applicable SACE insurance premium. The maturity date for each Credit Facility is the twelfth anniversary of the delivery date of the relevant Ship. Availability The loans under the Credit Facilities will be available for drawing to fund 80% of the pre-delivery installments and deliv

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

01

Item 7.01 Regulation FD Disclosure. On April 8, 2024, NCLC issued a press release announcing (i) new classes of ships for the Norwegian Cruise Line, Regent Seven Seas Cruises and Oceania Cruises brands, (ii) details regarding the financing of those ships and (iii) the construction of a pier at Great Stirrup Cay. The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of NCLH's filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 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., Crdit Agricole Corporate and Investment Bank, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crdit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent.# 10.2 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., Crdit 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 Crdit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent.# 10.3 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. London Branch, Crdit Agricole Corporate and Investment Bank, KFW Ipex-Bank GMBH, as joint mandated lead arrangers, and Crdit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent.# 10.4 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., Crdit 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 Crdit Agricole Corporate and Investment Bank, as facility agent, ECA agent and security agent

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 8, 2024 NORWEGIAN CRUISE LINE HOLDINGS LTD. By: /s/ Mark A. Kempa Name: Mark A. Kempa Title: Executive Vice President and Chief Financial Officer