v3.26.3
Long-Term Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Long-Term Debt

7.            Long-Term Debt

In March 2026, we took delivery of Norwegian Luna. We had export credit financing in place for 80% of the contract price. The associated €1.0 billion term loan bears interest at a fixed rate of 1.91% per annum with a maturity date of February 25, 2038. Principal and interest payments are payable semiannually.

In October 2026, NCLC issued $950.0 million aggregate principal amount of 8.750% senior unsecured notes due October 15, 2031 (the “2031 Notes”). NCLC may, at its option, redeem the 2031 Notes, in whole or in part, (i) prior to October 15, 2028 (the “First Call Date”), at a redemption price equal to 100% of the principal amount of the 2031 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 indenture for the 2031 Notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the

redemption date. In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2031 Notes with the net proceeds of certain equity offerings at a redemption price equal to 108.750% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2031 Notes issued remains outstanding following such redemption. The 2031 Notes pay interest at 8.750% per annum, semiannually in arrears on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively. The indenture for the 2031 Notes contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

​

The net proceeds from the issuance of the 2031 Notes, together with cash on hand, were used to (i) redeem all of the outstanding 6.125% senior notes due 2028, (ii) repay $380.0 million of outstanding borrowings under the Revolving Loan Facility and (iii) prepay approximately $42.2 million of outstanding borrowings under our export-credit backed financing facilities, in each case, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses.

​

Concurrently with the above October 2026 transactions, NCLC entered into a third amendment to the Revolving Loan Facility, which increased the aggregate amount of commitments under the Revolving Loan Facility from approximately $2.5 billion to approximately $2.8 billion. The amendment also modified certain existing financial covenant definitions and the related collateral.

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Exchangeable Notes

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The following is a summary of NCLC’s exchangeable notes as of September 30, 2026 (in thousands):

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized Debt

​

​

​

​

​

​

​

​

​

​

​

​

​

Discount,

​

​

​

​

​

​

​

​

​

​

Principal

​

including Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes (1)

​

$

192,037

​

$

(3,697)

​

$

188,340

​

$

188,106

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Level 2

2027 2.5% Exchangeable Notes (1)

​

​

24,138

​

​

(484)

​

​

23,654

​

​

23,765

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(47,714)

​

​

306,162

​

​

314,107

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(279,816)

​

​

1,127,184

​

​

1,140,824

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Level 2

(1)In May 2026, NCLC elected to irrevocably fix the settlement method to cash settlement for all exchanges of the 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, pursuant to the applicable indentures.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unamortized Debt

​

​

​

​

​

​

​

​

​

​

​

​

​

Discount,

​

​

​

​

​

​

​

​

​

​

Principal

​

including Deferred

​

Net Carrying

​

Fair Value

​

  ​ ​ ​

Amount

  ​ ​ ​

Financing Fees

  ​ ​ ​

Amount

  ​ ​ ​

Amount

  ​ ​ ​

Leveling

2027 1.125% Exchangeable Notes

​

$

192,037

​

$

(10,740)

​

$

181,297

​

$

190,988

​

Level 2

2027 2.5% Exchangeable Notes

​

​

24,138

​

​

(1,397)

​

​

22,741

​

​

24,285

​

Level 2

2030 0.875% Exchangeable Notes

​

​

353,876

​

​

(56,747)

​

​

297,129

​

​

387,692

​

Level 2

2030 0.750% Exchangeable Notes

​

​

1,407,000

​

​

(324,902)

​

​

1,082,098

​

​

1,354,111

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Level 2

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The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

Coupon interest

​

$

4,103

​

$

6,806

​

$

12,251

​

$

27,611

Amortization of discount and deferred financing fees

​

​

21,360

​

​

22,649

​

​

62,273

​

​

75,916

Total

​

$

25,463

​

$

29,455

​

$

74,524

​

$

103,527

​

As of September 30, 2026, the effective interest rate is 6.28%, 7.88%, 5.04% and 6.45% for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

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Debt Repayments

​

The following are scheduled principal repayments on our long-term debt including exchangeable notes and finance lease obligations as of September 30, 2026 (in thousands):

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​

​

​

​

Year

  ​ ​ ​

Amount

Remainder of 2026

​

$

238,600

2027

​

 

1,105,695

2028

​

 

1,346,141

2029

​

 

1,370,035

2030

​

 

4,134,290

2031

​

​

1,875,062

Thereafter

​

 

5,428,176

Total

​

$

15,497,999

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Debt Covenants

​

As of September 30, 2026, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of the covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.