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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported): October 27, 2026
NORWEGIAN
CRUISE LINE HOLDINGS LTD.
(Exact
name of registrant as specified in its charter)
| Bermuda | |
001-35784 | |
98-0691007 |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
7665
Corporate Center Drive, Miami,
Florida 33126
(Address of principal executive offices, and Zip Code)
(305)
436-4000
(Registrant’s telephone
number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary
shares, par value $0.001 per share |
|
NCLH |
|
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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.
|
Exhibit
Number |
|
Description |
| 10.1 |
|
SACE Facility Agreement, dated October 27, 2026, among NCL NextGen Class III Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, as coordinator, Crédit Agricole Corporate and Investment Bank, Caixabank S.A., United Kingdom Branch, Banco Santander, S.A., BNP Paribas and Intesa SanPaolo S.P.A., New York Branch, as joint bookrunners and mandated lead arrangers, HSBC Bank Plc, Citibank, N.A. London Branch and KfW Ipex-Bank GMBH, as joint mandated lead arrangers, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch, Lloyds Bank Plc and Societe Generale, Milan Branch, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent.# |
| |
|
|
| 10.2 |
|
SACE Facility Agreement, dated October 27, 2026, among NCL NextGen Class IV Ltd., as borrower, NCL Corporation Ltd., as guarantor, the lenders party thereto, Crédit Agricole Corporate and Investment Bank, as coordinator, Crédit Agricole Corporate and Investment Bank, Caixabank S.A., United Kingdom Branch, Banco Santander, S.A., BNP Paribas and Intesa SanPaolo S.P.A., New York Branch, as joint bookrunners and mandated lead arrangers, HSBC Bank Plc, Citibank, N.A. London Branch and KfW Ipex-Bank GMBH, as joint mandated lead arrangers, Banco Bilbao Vizcaya Argentaria, S.A., Milan Branch, Lloyds Bank Plc and Societe Generale, Milan Branch, as lead arrangers, and Crédit Agricole Corporate and Investment Bank, as facility agent, ECA agent, and security agent. # |
| |
|
|
| 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
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 |
