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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 15, 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.
Senior
Notes Indenture
On
October 15, 2026, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (“NCLH”),
closed its previously announced private offering (the “Notes Offering”) of $950.0 million aggregate principal amount of 8.750%
senior notes due 2031 (the “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 $941.7 million. NCLC used the net proceeds from the Notes Offering, together with cash on
hand, to (i) redeem all of the outstanding 6.125% senior notes due 2028 (the “2028 Notes”) issued by NCL Finance, Ltd.,
a wholly-owned indirect subsidiary of NCLC and NCLH (“NCL Finance”), (ii) repay approximately $376.3 million of outstanding
borrowings under NCLC’s senior secured revolving loan facility (the “Existing Revolving Loan Facility”) and (iii) prepay
approximately $42.2 million of outstanding borrowings under NCLC’s 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.
The
Notes were issued pursuant to an indenture, dated October 15, 2026 (the “Indenture”), between NCLC, as issuer, and U.S.
Bank Trust Company, National Association, as trustee. Interest on the Notes will accrue from October 15, 2026 and is payable semi-annually
in arrears on April 15 and October 15 of each year, beginning on April 15, 2027, at a rate of 8.750% per year. The Notes
will mature on October 15, 2031 unless earlier redeemed or repurchased.
NCLC
may, at its option, redeem the 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 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, 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 Notes with the net proceeds of certain equity offerings at a redemption price equal to
108.750% of the principal amount of the 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 Notes issued remains outstanding following such redemption.
The
Indenture 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. Additionally, upon the occurrence of specified change of control triggering events,
NCLC may be required to offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to, but excluding, the repurchase date. The Indenture also contains customary events of default.
The
foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the
full text of the Indenture and form of Notes, which are attached as Exhibit 4.1 to this Current Report on Form 8-K (this “Current
Report”) and incorporated herein by reference.
Third
Amendment to the Seventh Amended and Restated Credit Agreement
On
October 15, 2026, NCLC entered into a third 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 Existing Revolving Loan
Facility from $2,486.0 million to $2,801.0 million. The Existing Revolving Loan Facility, as amended by the ARCA Amendment (the “Amended
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 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” and, together
with the 1.125% Exchangeable Notes, the “2027 Exchangeable Notes”)), (i) such senior notes (other than the 2027 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 $400.0 million, 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 Amended 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 Amended 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, among other things, (i) modified certain existing financial covenant definitions, (ii) added each
of Pride of America Ship Holding, LLC and Norwegian Epic, Ltd. (collectively, the “New Guarantors”) as guarantors of
the Amended Revolving Loan Facility and added the vessels owned by the New Guarantors as collateral under the Seventh ARCA and (iii) released
each of Norwegian Dawn Limited and Norwegian Spirit, Ltd. (collectively, the “Old Guarantors”) as guarantors of the Amended
Revolving Loan Facility and released the liens securing the collateral owned by the Old Guarantors.
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 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement.
On
March 3, 2021, NCL Finance issued $525.0 million in aggregate principal amount of the 2028 Notes pursuant to an indenture by and
among NCL Finance, as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest
to U.S. Bank National Association), as trustee, principal paying agent, transfer agent and registrar. The material terms and conditions
of the 2028 Notes were described in our Current Report on Form 8-K filed on March 3, 2021. On September 30, 2026, NCL Finance
issued a notice to redeem, on October 15, 2026, all of the 2028 Notes at a “make-whole” redemption price, plus accrued
and unpaid interest to, but excluding, the redemption date, which notice was subject to a condition that has been satisfied. As described
under Item 1.01 above, on October 15, 2026, NCLC used a portion of the net proceeds from the Notes Offering, together with cash on
hand, to redeem all of the outstanding 2028 Notes.
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.
On September 30, 2026,
NCLC issued press releases announcing the launch and pricing of the Notes Offering. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Indenture, dated October 15, 2026, between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee (including the form of Notes). |
| |
|
|
| 10.1 |
|
Third Amendment to the Seventh Amended and Restated Credit Agreement, dated October 15, 2026, 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 collateral agent, and the joint bookrunners and arrangers and co-documentation agents named therein. # |
| |
|
|
| 99.1 |
|
Press Release of NCL Corporation Ltd., dated September 30, 2026, relating to the launch of the Notes Offering. |
| |
|
|
| 99.2 |
|
Press Release of NCL Corporation Ltd., dated September 30, 2026, relating to the pricing of the Notes Offering. |
| |
|
|
| 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 15, 2026
| |
|
NORWEGIAN CRUISE LINE HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/ Mark A. Kempa |
| |
|
Name: |
Mark A. Kempa |
| |
|
Title: |
Executive Vice President and Chief
Financial Officer |
EXHIBIT 99.1
NCL Corporation Ltd. Announces Proposed Offering
of Senior Notes
MIAMI, September 30, 2026 (GLOBE NEWSWIRE)
-- NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (“NCLH”), announced
today that it is proposing to sell $750.0 million aggregate principal amount of its senior notes due 2031 (the “Notes”) in
a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”).
NCLC intends to use the net proceeds from the
Offering, together with cash on hand, (i) to redeem all of the outstanding 6.125% Senior Notes due 2028 issued by NCL Finance, Ltd.,
a subsidiary of NCLC (the “2028 Notes”), (ii) to repay approximately $176.3 million of outstanding borrowings under NCLC’s
existing senior secured revolving loan facility and (iii) to 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. The redemption of the 2028 Notes will be conditioned upon the consummation of the Offering.
The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or
the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful. This press release also shall not constitute an offer to purchase, a solicitation
of an offer to sell, or a notice of redemption with respect to the 2028 Notes.
About Norwegian Cruise Line Holdings Ltd.
Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH)
is a leading global cruise company which operates Norwegian Cruise Line®, Oceania Cruises® and Regent Seven Seas Cruises®.
NCLH has a combined fleet of 33 ships and approximately 72,000 berths, excluding two ships under long-term charter to third parties, and
offers itineraries to nearly 700 destinations worldwide. NCLH expects to add 16 additional ships across its three brands through 2037,
which will add approximately 43,000 berths to its fleet.
Cautionary Statement Concerning Forward-Looking Statements
Some of the statements, estimates or projections
contained in this press release are “forward-looking statements” within the meaning of the U.S. federal securities laws intended
to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical facts contained in this press release, including statements regarding the Offering and the use of proceeds
therefrom, may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,”
“anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,”
“may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking
statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results,
performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking
statements. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections
entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our most recently
filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission.
These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or
which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections
regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking
statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or
circumstances on which any such statement was based, except as required by law.
Investor Relations & Media Contact
Sarah Inmon
(786) 812-3233
InvestorRelations@nclcorp.com
EXHIBIT 99.2
NCL Corporation Ltd. Announces Upsizing and
Pricing of $950.0 Million of Senior Notes
MIAMI, September 30, 2026 (GLOBE NEWSWIRE)
-- NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (“NCLH”), announced
today that it has priced $950.0 million aggregate principal amount of its 8.750% senior notes due 2031 (the “Notes”), which
were offered in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”). The aggregate principal
amount of Notes to be issued was increased to $950.0 million from the previously announced $750.0 million.
The Offering is expected to close on October 15,
2026, subject to customary closing conditions. NCLC intends to use the net proceeds from the Offering, together with cash on hand, (i) to
redeem all of the outstanding 6.125% Senior Notes due 2028 issued by NCL Finance, Ltd., a subsidiary of NCLC (the “2028 Notes”),
(ii) to repay approximately $376.3 million of outstanding borrowings under NCLC’s existing senior secured revolving loan facility
and (iii) to 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. The
redemption of the 2028 Notes will be conditioned upon the consummation of the Offering.
The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or
the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful. This press release also shall not constitute an offer to purchase, a solicitation
of an offer to sell, or a notice of redemption with respect to the 2028 Notes.
About Norwegian Cruise Line Holdings Ltd.
Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH)
is a leading global cruise company which operates Norwegian Cruise Line®, Oceania Cruises® and Regent Seven Seas Cruises®.
NCLH has a combined fleet of 33 ships and approximately 72,000 berths, excluding two ships under long-term charter to third parties, and
offers itineraries to nearly 700 destinations worldwide. NCLH expects to add 16 additional ships across its three brands through 2037,
which will add approximately 43,000 berths to its fleet.
Cautionary Statement Concerning Forward-Looking
Statements
Some of the statements, estimates or projections
contained in this press release are “forward-looking statements” within the meaning of the U.S. federal securities laws intended
to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical facts contained in this press release, including statements regarding the Offering and the use of proceeds
therefrom, may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,”
“anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,”
“may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking
statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results,
performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking
statements. For a discussion of these risks, uncertainties and other factors, please refer to the factors set forth under the sections
entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our most recently
filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission.
These factors are not exhaustive and new risks emerge from time to time. There may be additional risks that we consider immaterial or
which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections
regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking
statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or
circumstances on which any such statement was based, except as required by law.
Investor Relations & Media Contact
Sarah Inmon
(786) 812-3233
InvestorRelations@nclcorp.com
