UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Terms and Conditions for Cruise Vessel Financing
On October 27, 2026, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”), as guarantor, and its subsidiaries NCL NextGen Class III Ltd. and NCL NextGen Class IV Ltd., as borrowers, entered into separate credit facility agreements (collectively, the “Credit Facilities” and each, a “Credit Facility”) with, among others, Crédit 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, for the financing of two new cruise vessels, one to be purchased by NCL NextGen Class III Ltd. (“Vessel 1”) and the other to be purchased by NCL NextGen Class IV Ltd. (“Vessel 2” and, together with Vessel 1, 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 2034 and Vessel 2 will be built for delivery in 2036.
Credit Facilities
Overview
The purpose of the Credit Facilities is to provide partial financing for the purchase of the Ships. The Credit Facilities provide for up to (i) approximately $2.5 billion for Vessel 1 and (ii) approximately $2.5 billion for Vessel 2, inclusive of, in each case, an amount equal to the applicable SACE insurance premium that would be payable based on the applicable pricing rate determined in accordance with NCLC’s credit rating at the relevant times. The maturity date for each Credit Facility is the twelfth anniversary of the delivery date of the relevant Ship.
Availability
The Credit Facilities will be available for drawing to fund 80% of the delivery payments under each of the construction contracts for the new Ships (the “Shipbuilding Contracts”), and to fund the relevant portion of each related SACE insurance premium, subject to certain conditions.
Interest Rate and Fees
The loans under the Credit Facilities will bear interest at a floating interest rate equal to six-month Term SOFR, subject to a zero floor and certain fallback provisions, plus a margin of 0.90% per annum.
In addition to paying interest on outstanding loans under our Credit Facilities, we will be required to pay customary agency, structuring and commitment fees.
Payments, Reductions and Prepayments
The loans under the Credit Facilities will be repaid in full in twenty-four equal semi-annual installments beginning on the sixth-month anniversary of the delivery date.
The borrowers under the Credit Facilities may voluntarily and permanently reduce the loan commitments under each Credit Facility, in whole or in part, at any time during specified periods. Drawings under each Credit Facility may be prepaid at any time subject to certain restrictions under the Credit Facilities.
The borrower under the relevant Credit Facility will be required to prepay outstanding amounts under such Credit Facility upon the sale or total loss of the Ship after the delivery date for the applicable Ship.
Guarantee and Security
All obligations of the borrower under each Credit Facility will be guaranteed by NCLC and will be secured by (i) prior to delivery as a condition to any drawings, a first priority perfected share charge in the equity of the borrower and (ii) on delivery, a first lien ship mortgage on the relevant new Ship and by first priority assignments of certain interests related to such new Ship. In addition, 100% of the loans under each Credit Facility will be insured by SACE, subject to certain conditions.
The foregoing summaries of the Credit Facilities do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements, which are filed herewith and incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
# Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K Item 601(b)(10).
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: October 30, 2026
| NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
| By: | /s/ Mark A. Kempa | |
| Name: Mark A. Kempa | ||
| Title: Executive Vice President and Chief Financial Officer | ||