Norwegian Cruise Line Enters New Agreements, Terminates Others

TL;DR

NCLH just signed new deals and ditched old ones, creating new debt. Details TBD.

AI Summary

On January 22, 2025, Norwegian Cruise Line Holdings Ltd. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation. Specific details regarding the nature of these agreements, their financial implications, and the parties involved are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant changes in Norwegian Cruise Line's contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing mentions the creation of a direct financial obligation and termination of agreements, suggesting potential financial shifts or restructuring that warrant closer examination.

Key Players & Entities

• Norwegian Cruise Line Holdings Ltd. (company) — Registrant
• January 22, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share NCLH The New York Stock Exc
• $1,800.0 million — vate offering (the "Notes Offering") of $1,800.0 million aggregate principal amount of 6.750% se
• $1,782.0 million — ted fees and expenses, of approximately $1,782.0 million. NCLC used the net proceeds from the No
• $1,200.0 million — , together with cash on hand, to redeem $1,200.0 million aggregate principal amount of the 5.875
• $600.0 million — of the 5.875% Senior Notes due 2026 and $600.0 million aggregate principal amount of the 8.375
• $1,200,000,000 — ty (the "Revolving Loan Facility") from $1,200,000,000 to $1,700,000,000. The Revolving Loan F
• $1,700,000,000 — Loan Facility") from $1,200,000,000 to $1,700,000,000. The Revolving Loan Facility matures on
• $400,000,000 — tanding under such senior notes exceeds $400,000,000, the maturity date will be such date if

Filing Documents

• tm253997d1_8k.htm (8-K) — 48KB
• tm253997d1_ex4-1.htm (EX-4.1) — 638KB
• tm253997d1_ex4-2.htm (EX-4.2) — 36KB
• tm253997d1_ex10-1.htm (EX-10.1) — 1171KB
• tm253997d1_ex99-1.htm (EX-99.1) — 8KB
• tm253997d1_ex99-2.htm (EX-99.2) — 8KB
• 0001104659-25-005241.txt ( ) — 2472KB
• nclh-20250122.xsd (EX-101.SCH) — 3KB
• nclh-20250122_lab.xml (EX-101.LAB) — 33KB
• nclh-20250122_pre.xml (EX-101.PRE) — 22KB
• tm253997d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Senior Notes Indenture On January 22, 2025, NCL Corporation Ltd. ("NCLC"), a subsidiary of Norwegian Cruise Line Holdings Ltd., closed its previously announced private offering (the "Notes Offering") of $1,800.0 million aggregate principal amount of 6.750% senior notes due 2032 (the "2032 Notes"). In connection with the Notes Offering, NCLC received net proceeds, after deducting the initial purchasers' discount but before deducting estimated fees and expenses, of approximately $1,782.0 million. NCLC used the net proceeds from the Notes Offering, together with cash on hand, to redeem $1,200.0 million aggregate principal amount of the 5.875% Senior Notes due 2026 and $600.0 million aggregate principal amount of the 8.375% Senior Secured Notes due 2028, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. The 2032 Notes were issued pursuant to an indenture, dated January 22, 2025 (the "2032 Notes Indenture"), between NCLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee. Interest on the 2032 Notes will accrue from January 22, 2025 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2025, at a rate of 6.750% per year. The 2032 Notes will mature on February 1, 2032 unless earlier redeemed or repurchased. NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the "First Call Date"), at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus an applicable "make-whole" amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the 2032 Notes Indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. In ad

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On February 2, 2023, NCLC issued $600.0 million in aggregate principal amount of the 8.375% Senior Secured Notes due 2028 (the "2028 Secured Notes") pursuant to an indenture (the "2028 Secured Notes Indenture") by and among NCLC, as issuer, the guarantors party thereto, U.S. Bank National Association, as trustee (the "2028 Secured Notes Trustee"), principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent. The material terms and conditions of the 2028 Secured Notes were described in our Current Report on Form 8-K filed on February 2, 2023. As described under Item 1.01 above, on January 22, 2025, NCLC used the net proceeds from the Notes Offering, together with cash on hand, to redeem all of the outstanding 2028 Secured Notes, including any accrued but unpaid interest thereon, and to pay any related premiums, fees and expenses (the "Redemption"). On January 22, 2025, in connection with the Redemption, the 2028 Secured Notes Trustee confirmed that NCLC had satisfied and discharged its obligations under the 2028 Secured Notes Indenture. 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 Other Events

Item 8.01 Other Events. On January 7, 2025, NCLC issued press releases announcing the launch and pricing of the Notes Offering. Copies of these press releases are furnished as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein by reference. Cautionary Statement Concerning

Forward-Looking Statements

Forward-Looking Statements Some of the statements, estimates or projections contained in this report are "forward-looking statements" within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this report, including statements regarding the Notes Offering, may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend," "future" and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections entitled "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated January 22, 2025, between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee. 4.2 Supplemental Indenture, dated January 22, 2025, by and among NCL Corporation Ltd., as issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent. 10.1 Seventh Amended and Restated Credit Agreement, dated January 22, 2025, by and among NCL Corporation Ltd., as borrower, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents named thereto. # 99.1 Press Release of NCL Corporation Ltd., dated January 7, 2025. 99.2 Press Release of NCL Corporation Ltd., dated January 7, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. # Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).

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: January 22, 2025 NORWEGIAN CRUISE LINE HOLDINGS LTD. By: /s/ Mark A. Kempa Name: Mark A. Kempa Title: Executive Vice President and Chief Financial Officer