[8-K] Norwegian Cruise Line Holdings Ltd. Reports Material Event

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings (NYSE:NCLH) filed an 8-K disclosing a $786 million increase in its senior secured revolving credit facility, lifting total commitments from $1.7 billion to $2.486 billion.

The amended facility matures on January 22 2030, but may spring to November 17 2026 if the 1.125% or 2.50% exchangeable notes are not refinanced and liquidity falls short. Pricing is SOFR + 1.00-2.00% or ABR + 0-1.00%, with an unused fee of 0.15-0.30% tied to leverage.

Five vessel-owning subsidiaries were added as new guarantors and collateral providers, while Norwegian Star Limited was released. A parallel supplemental indenture places the 8.125% senior secured notes due 2029 on a pari passu, first-lien basis with the upsized revolver, aligning collateral across the capital structure.

The transactions enhance near-term liquidity and collateral consistency but introduce acceleration triggers if key notes remain outstanding.

Positive

• Upsized revolving credit facility by $786 million to $2.486 billion, a 46% increase in available liquidity
• Maturity extension to January 22 2030 provides long-dated flexibility
• Collateral alignment creates pari passu structure across revolver and 2029 secured notes, simplifying capital stack

Negative

• Spring-ahead provisions could accelerate revolver maturity to November 17 2026 if exchangeable notes are not refinanced
• Higher secured borrowing capacity increases overall leverage and subordinates unsecured creditors
• Interest margins of SOFR + 1-2% add cost sensitivity to rising rates

Insights

Financial Analyst

TL;DR: Revolver upsized by $786 m, maturity extended, liquidity stronger.

The 46% expansion of the revolving loan to $2.486 billion meaningfully widens NCLH’s liquidity runway—equivalent to roughly six months of pre-pandemic operating cash burn. Extending the final maturity to 2030, subject to spring-ahead tests, reduces near-term refinancing pressure created by the cruise sector’s heavy post-COVID debt stack. Adding five vessel-owning subsidiaries as guarantors increases collateral coverage, likely tightening spreads over time. Overall cash interest costs remain manageable given a SOFR +1-2% margin and optionality between floating and base-rate tranches. For equity holders, the amendment buys management time to restore earnings before the next material debt wall.

Credit Risk Specialist

TL;DR: Better liquidity, but leverage and springing maturities temper benefit.

While the facility boost strengthens liquidity, it also raises secured borrowing capacity and places more assets behind first-lien lenders, sub-ordinating unsecured creditors. The spring-ahead clauses tied to the 2026 exchangeable notes mean refinancing risk merely shifts, not disappears; failure to term-out those notes could pull the revolver’s maturity forward by over three years. Interest costs float with leverage, exposing NCLH to higher expense if EBITDA recovery stalls. Rating outlook remains contingent on demand recovery and successful refinancing of the 2026-27 exchangeables. Net impact skews neutral as liquidity gains offset incremental leverage.

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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): June 26, 2025 

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 (see General Instruction A.2. below):

¨ 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

Second Amendment to the Seventh Amended and Restated Credit Agreement

On June 26, 2025, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd., entered into a second amendment (the “ARCA Amendment”) to the Seventh Amended and Restated Credit Agreement, dated January 22, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by the ARCA Amendment, the “Seventh ARCA”), among NCLC, as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

The ARCA Amendment, among other things, increased the aggregate amount of the lenders’ commitments under the senior secured revolving loan facility (the “Revolving Loan Facility”) from $1,700,000,000 to $2,486,000,000. The Revolving Loan Facility matures on January 22, 2030, provided that (a) if, on the date that is 91 days prior to the final maturity date of any of NCLC’s outstanding senior notes (other than the 5.375% exchangeable senior notes due 2025 (the “5.375% Exchangeable Notes”), the 1.125% exchangeable senior notes due 2027 (the “1.125% Exchangeable Notes”) and the 2.50% exchangeable senior notes due 2027 (the “2.50% Exchangeable Notes”)), (i) such senior notes (other than the 5.375% Exchangeable Notes, the 1.125% Exchangeable Notes and the 2.50% Exchangeable Notes) have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and (ii) the aggregate principal amount outstanding under such senior notes exceeds $400,000,000, the maturity date will be such date if such date is earlier than January 22, 2030, (b) if, on November 17, 2026, the 1.125% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026 and (c) if, on November 17, 2026, the 2.50% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026. The Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00% and 1.00% and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term Secured Overnight Financing Rate plus a margin of between 1.00% and 2.00%. The Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15% and 0.30%. The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.

The ARCA Amendment also (i) added each of Pride of America Ship Holding, LLC, Norwegian Jewel Limited, Nautica Acquisition, LLC, Regatta Acquisition, LLC and Breakaway Two, Ltd. (collectively, the “New Guarantors”) as guarantors of the Revolving Loan Facility and secured each of the vessels owned by the New Guarantors as collateral to the Seventh ARCA and (ii) released Norwegian Star Limited as guarantor (the “Old Guarantor”) of the Revolving Loan Facility and released the liens securing the collateral owned by the Old Guarantor.

The foregoing summary of the ARCA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) 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 8.01 Other Events.

Second Supplemental Indenture to the 2029 Secured Notes Indenture

On June 26, 2025, NCLC entered into a supplemental indenture (the “Second Supplemental Indenture”) to the indenture, dated October 18, 2023 (as supplemented by the First Supplemental Indenture, dated as of January 22, 2025, the “2029 Secured Notes Indenture”), by and among NCLC, 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, governing NCLC’s 8.125% Senior Secured Notes due 2029 (the “2029 Secured Notes”). The Second Supplemental Indenture provides for a Collateral Swap (as defined in the 2029 Secured Notes Indenture) to secure the 2029 Secured Notes against the same collateral that secures the Revolving Loan Facility under the Seventh ARCA described under “Second Amendment to the Seventh Amended and Restated Credit Agreement” above.

The Second Supplemental Indenture provides (i) for the addition of the New Guarantors as guarantors of the 2029 Secured Notes, (ii) that the guarantees of the New Guarantors will be secured on a first-lien basis by (x) all assets (other than certain excluded assets set forth in the security documents) of the New Guarantors, (y) each of the vessels owned or operated by the New Guarantors and, in each case, assignments of insurances and earnings in respect of such vessels, except to the extent prohibited by applicable law or contract, and (z) all equity interests of the New Guarantors, and (iii) that the guarantee of, and the collateral pledged by, the Old Guarantor will be released in connection with the Collateral Swap. Following NCLC’s entry into the ARCA Amendment and the Second Supplemental Indenture, NCLC’s obligations under the Revolving Loan Facility and the 2029 Secured Notes are guaranteed by the same guarantors and secured by the same collateral on a pari passu basis.

The foregoing summary of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
4.1	Second Supplemental Indenture, dated June 26, 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	Second Amendment to the Seventh Amended and Restated Credit Agreement, dated June 26, 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.#
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: June 27, 2025

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

FAQ

How much did NCLH increase its revolving credit facility on June 26, 2025?

The facility grew by $786 million, from $1.7 billion to $2.486 billion.

What is the new maturity date for NCLH's upsized revolver?

The stated maturity is January 22 2030, subject to earlier spring-ahead dates tied to 2026 exchangeable notes.

What interest rate will the amended revolver carry for NCLH (NCLH)?

Loans bear SOFR + 1.00-2.00% or ABR + 0.00-1.00%, with a 0.15-0.30% unused commitment fee based on leverage.

Which subsidiaries became new guarantors under NCLH's credit agreement?

Pride of America Ship Holding, Norwegian Jewel Limited, Nautica Acquisition, Regatta Acquisition, and Breakaway Two (collectively the New Guarantors).

Why did NCLH execute a supplemental indenture for its 8.125% notes due 2029?

To secure the notes with the same collateral backing the revolver, ensuring pari passu treatment after the collateral swap.