NCL Corp. Reports Material Agreement Changes & Financial Obligations

TL;DR

NCL Corp. just filed an 8-K detailing new financial obligations and changes to material agreements.

AI Summary

NCL Corporation Ltd. filed an 8-K on September 17, 2025, reporting the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits. The company is incorporated in Bermuda and its principal executive offices are located in Miami, Florida.

Why It Matters

This filing indicates significant changes in NCL Corp.'s contractual and financial standing, which could impact its operational stability and future financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential shifts in the company's financial structure or strategic partnerships.

Key Players & Entities

• NCL CORP Ltd. (company) — Registrant
• September 17, 2025 (date) — Date of earliest event reported
• Miami, Florida (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $1,200.0 million — offering (the "Notes Offering") of (i) $1,200.0 million aggregate principal amount of 5.875% se
• $850.0 million — es due 2031 (the "2031 Notes") and (ii) $850.0 million aggregate principal amount of 6.250% se
• $2,031.1 million — ted fees and expenses, of approximately $2,031.1 million. NCLC used the net proceeds from the No
• $225.0 million — 0, NCLC issued the 2026 Notes, of which $225.0 million in aggregate principal amount remained
• $1,000.0 million — ied. On February 18, 2022, NCLC issued $1,000.0 million in aggregate principal amount of the 20
• $790.0 million — date. On October 18, 2023, NCLC issued $790.0 million in aggregate principal amount of the 20

Filing Documents

• tm2526381d1_8k.htm (8-K) — 45KB
• tm2526381d1_ex99-1.htm (EX-99.1) — 9KB
• tm2526381d1_ex99-2.htm (EX-99.2) — 22KB
• 0001104659-25-091308.txt ( ) — 245KB
• nclc-20250917.xsd (EX-101.SCH) — 3KB
• nclc-20250917_lab.xml (EX-101.LAB) — 33KB
• nclc-20250917_pre.xml (EX-101.PRE) — 22KB
• tm2526381d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 17, 2025, NCL Corporation Ltd. ("NCLC"), a subsidiary of Norwegian Cruise Line Holdings Ltd., closed its previously announced private offering (the "Notes Offering") of (i) $1,200.0 million aggregate principal amount of 5.875% senior notes due 2031 (the "2031 Notes") and (ii) $850.0 million aggregate principal amount of 6.250% senior notes due 2033 (the "2033 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 $2,031.1 million. NCLC used the net proceeds from the Notes Offering, together with cash on hand, to (i) fund its cash tender offer (the "Tender Offer") to repurchase any and all of its outstanding 5.875% senior notes due 2026 (the "2026 Notes") and its 5.875% senior secured notes due 2027 (the "2027 Notes"), (ii) redeem all of the 2026 Notes and 2027 Notes that were not accepted for purchase in the Tender Offer, (iii) redeem all of its 8.125% senior secured notes due 2029 (the "2029 Notes") and (iv) pay accrued and unpaid interest on the 2026 Notes, the 2027 Notes and the 2029 Notes purchased or redeemed, as applicable, as well as pay related transaction premiums, fees and expenses. 2031 Senior Notes Indenture The 2031 Notes were issued pursuant to an indenture, dated September 17, 2025 (the "2031 Notes Indenture"), between NCLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee. Interest on the 2031 Notes will accrue from September 17, 2025 and is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026, at a rate of 5.875% per year. The 2031 Notes will mature on January 15, 2031 unless earlier redeemed or repurchased. NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to September 15, 2027 (the "2031 Notes First Call Date"), at a redemption price equal

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 18, 2020, NCLC issued the 2026 Notes, of which $225.0 million in aggregate principal amount remained outstanding as of September 17, 2025, pursuant to an indenture (the "2026 Notes Indenture") by and between NCLC, as issuer, and U.S. Bank National Association, as trustee (in such capacity, the "2026 Notes Trustee"), principal paying agent, transfer agent and registrar. The material terms and conditions of the 2026 Notes were described in our Current Report on Form 8-K filed on December 18, 2020. On September 8, 2025, NCLC issued a notice to redeem, on September 18, 2025, all of the outstanding 2026 Notes that were not validly tendered and accepted for purchase in the Tender Offer at a redemption price equal to the applicable Tender Offer consideration, plus accrued and unpaid interest to, but excluding, the redemption date, which notice was subject to a condition that has been satisfied. On February 18, 2022, NCLC issued $1,000.0 million in aggregate principal amount of the 2027 Notes pursuant to an indenture (the "2027 Notes Indenture") by and among NCLC, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the "2027 Notes Trustee"), principal paying agent, transfer agent, registrar and security agent. The material terms and conditions of the 2027 Notes were described in our Current Report on Form 8-K filed on February 22, 2022. On September 18, 2025, NCLC issued a notice to redeem, on February 15, 2026, all of the 2027 Notes that were not validly tendered and accepted for purchase in the Tender Offer at a redemption price of 100.000% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. On October 18, 2023, NCLC issued $790.0 million in aggregate principal amount of the 2029 Notes pursuant to an indenture (the "2029 Notes Indenture") by and among NCLC, as issuer, the guarantors party thereto, U

01 Other Events

Item 8.01 Other Events. On September 8, 2025, NCLC issued a press release announcing the pricing of the Notes Offering. On September 12, 2025, NCLC issued a press release announcing the expiration and final results of the Tender Offer. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, to this Current Report and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, relating to the 2031 Notes (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.'s Form 8-K filed on September 18, 2025 (File No. 001-35784)). 4.2 Indenture, dated September 17, 2025, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, relating to the 2033 Notes (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.'s Form 8-K filed on September 18, 2025 (File No. 001-35784)). 99.1 Press Release of NCL Corporation Ltd., dated September 8, 2025, relating to the pricing of the Notes Offering. 99.2 Press Release of NCL Corporation Ltd., dated September 12, 2025, relating to the expiration and final results of the Tender Offer. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, NCL Corporation Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 18, 2025 NCL CORPORATION LTD. By: /s/ Mark A. Kempa Name: Mark A. Kempa Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR