STOCK TITAN

Navigator Gas (NYSE: NVGS) lines up $205.8M JOLCO financing for two newbuild carriers

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Navigator Holdings Ltd. has arranged financing for two newbuild liquefied gas carriers under construction in China. A subsidiary has secured a pre-delivery term loan of up to $164,640,000 from BNP Paribas to cover as much as 80% of construction-stage payments to the shipyard.

On vessel delivery, this bridge loan is set to roll into a long-term sale and leaseback under a Japanese Operating Lease with Call Option (JOLCO) totaling $205,800,000, covering the full purchase price of the vessels. The ships will be sold to special purpose lessor companies and bareboat chartered back to Navigator subsidiaries, with purchase options culminating 8.5 years after each delivery.

The company highlights this as its first JOLCO financing and notes that this transaction completes funding for four of its six newbuild vessels on order, while it continues to operate a fleet of 54 handysize liquefied gas carriers and a 50% interest in an ethylene export terminal.

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Insights

Navigator secures structured financing for two newbuild gas carriers using its first JOLCO sale-leaseback.

Navigator Gas has lined up a pre-delivery loan of up to $164,640,000 from BNP Paribas, funding as much as 80% of construction instalments for two Chinese-built gas carriers. This bridges payments between now and expected deliveries in 2027.

After delivery, the bridge facility is expected to transition into a $205,800,000 Japanese Operating Lease with Call Option (JOLCO), fully covering the vessels’ purchase price. The ships will be sold to special purpose owners and bareboat chartered back to Navigator subsidiaries, with purchase options extending to 8.5 years after each delivery.

Management states that this completes funding for four of six newbuilds, indicating substantial progress on its growth program while maintaining operational control of the vessels. Actual balance sheet impact and lease costs will become clearer in future financial reports as these ships deliver and the JOLCO becomes effective.

Pre-delivery term loan $164,640,000 Secured bridge facility for construction-stage payments
JOLCO sale-leaseback amount $205,800,000 Long-term financing to cover full vessel purchase price
Construction funding share 80% Portion of pre-delivery instalments financed by bridge facility
Newbuild vessels financed 2 vessels Gas carriers under construction in China
Purchase option horizon 8.5 years Last purchase option after each vessel’s delivery
Fleet size 54 vessels Semi- or fully-refrigerated liquefied gas carriers
Ethylene-capable vessels 24 vessels Number of ethylene and ethane capable carriers
Terminal ownership 50% share Interest in ethylene export terminal at Morgan’s Point, Texas
Japanese Operating Lease with Call Option financial
"a $205,800,000 long-term sale and leaseback arrangement under a Japanese Operating Lease with Call Option"
A Japanese operating lease with a call option is a rental agreement under Japanese practice where a company rents an asset (like equipment) without recording it as owned, while retaining the right to buy that asset later at a pre-set price. Think of it as leasing a car with a guaranteed buyout option; it keeps the asset off the balance sheet initially, affects reported expenses and cash flow, and can change a company’s future liabilities and capital needs if the purchase option is exercised.
JOLCO financial
"under a Japanese Operating Lease with Call Option (“JOLCO”), Navigator Gas’ first financing using this structure"
A JOLCO is a lease-financing structure where investors buy an asset (often aircraft) and lease it to an operator, with the operator holding an option to buy the asset at the lease end. Think of it like a group of lenders buying a car and renting it out, while the renter can choose to purchase it later; investors get steady lease payments and potential tax benefits, while buyers avoid large upfront costs. For investors, JOLCOs affect cash flow timing, ownership risk, and the tax treatment of returns.
bareboat chartered financial
"and immediately bareboat chartered back to the Company’s subsidiaries, Navigator Polaris L.L.C. and Navigator Proxima L.L.C."
A bareboat chartered vessel is rented by a lessee who takes full control of the ship without crew, supplies, or operating services provided by the owner, similar to renting an empty house and running it yourself. For investors, this matters because the charterer assumes operating costs, regulatory responsibilities and most risks, which affects who reports revenue and expenses, asset liabilities, and the predictability of cash flow for both owner and charterer.
pre-delivery term loan financial
"has entered into a secured pre-delivery term loan of up to $164,640,000 with BNP PARIBAS"
sale and leaseback financial
"a $205,800,000 long-term sale and leaseback arrangement under a Japanese Operating Lease with Call Option"
A sale and leaseback is a financing arrangement where a company sells an asset—often property or equipment—to a buyer and immediately rents it back under a long-term lease. Think of selling your house to free up cash but staying as a tenant; the company gets immediate funds while continuing to use the asset. Investors watch these deals because they change a firm’s cash position, debt or lease obligations, and ongoing costs, which can affect profitability and financial risk.
refund guarantees financial
"including, among other things, assignments of the shipbuilding contracts and refund guarantees"
A refund guarantee is a company’s promise to return a customer’s money if a product or service does not meet expectations or specified conditions; think of it like a store offering to give you your cash back when something doesn’t work. For investors, these guarantees signal how much potential cash the company might have to repay, affect how sales are counted and how much money needs to be kept aside, and can indicate the company’s confidence in quality and its approach to customer trust.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-36202

 

 

NAVIGATOR HOLDINGS LTD.

(Exact name of Registrant as specified in its Charter)

 

 

c/o NGT Services UK Ltd

10 Bressenden Place

London, SW1E 5DH

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes ☐ No ☒

 

 
 


ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Navigator Holdings Ltd. (the “Company”) announced on June 18, 2026, that certain of its subsidiaries have entered into financing arrangements to finance the construction and delivery of two newbuild gas carriers (the “Vessels”) currently under construction in China by Jiangnan Shipyard (Group) Co. Ltd. and China Shipbuilding Trading Co. Ltd. (jointly the “Shipyard”), pursuant to shipbuilding contracts entered into in 2024, as previously announced on November 20, 2024. Delivery of the Vessels is expected in 2027.

To fund construction-stage obligations, the Company’s subsidiary, Navigator Gas L.L.C. (the “Borrower”), has entered into a secured pre-delivery term loan of up to $164,640,000 with BNP PARIBAS (acting through its Tokyo Branch) (the “Bridge Facility”). The Bridge Facility will finance up to 80% of the Borrower’s payments of pre-delivery instalments to the Shipyard.

On delivery of the Vessels, the Bridge Facility will be refinanced by, and transition into, a $205,800,000 long-term sale and leaseback arrangement under a Japanese Operating Lease with Call Option (“JOLCO”), Navigator Gas’ first financing using this structure, and one which will cover the full purchase price of the Vessels alongside very competitive pricing.

In accordance with the terms of the JOLCO, on delivery the Vessels will be sold to special purpose companies acting as owners (the “Lessor Owners”) and immediately bareboat chartered back to the Company’s subsidiaries, Navigator Polaris L.L.C. and Navigator Proxima L.L.C. as charterers. Navigator Gas will at all times retain full responsibility for the commercial and technical operation of the Vessels, including crewing, maintenance, insurance and management, and will benefit from purchase options under the relevant bareboat charters, the last of which occurs eight and a half (8.5) years after each vessel delivery.

The Bridge Facility and JOLCO arrangements are secured by customary pre- and post-delivery security packages respectively, including, among other things, assignments of the shipbuilding contracts and refund guarantees.

THE INFORMATION INCLUDED IN “ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT” OF THIS REPORT ON FORM 6-K (THE “INCORPORATED INFORMATION”) IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT: FORM F-3 (FILE NO. 333-272980) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2023; AND FORM S-8 (FILE NO. 333-278593) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2024. EXCEPT FOR THE INCORPORATED INFORMATION, NO OTHER PORTION OF THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE INTO THE ABOVE REGISTRATION STATEMENTS.

ITEM 2—EXHIBITS

The following exhibits are filed as part of this Report on Form 6-K:

 

Exhibit No.

  

Description

10.1    Loan Agreement entered into by Navigator Gas L.L.C. for a secured pre- and post-delivery term loan financing of up to $164,640,000 dated June 18, 2026.
99.1    Press Release of Navigator Holdings Ltd. dated June 18, 2026.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    NAVIGATOR HOLDINGS LTD.
Date: June 18, 2026      
    By:  

/s/ John Reay

    Name:   John Reay
    Title:   Corporate Secretary

Exhibit 99.1

 

LOGO

Navigator Gas Announces Signing of $205.8 Million Financing for Two Newbuild Vessels, Incorporating its First JOLCO Sale Leaseback

LONDON, June 18, 2026 – Navigator Holdings Ltd. (“Navigator Gas” or the “Company”) (NYSE: NVGS), the owner and operator of the world’s largest fleet of handysize liquefied gas carriers, announces today that certain of its subsidiaries have entered into financing arrangements to finance the construction and delivery of two newbuild gas carriers (the “Vessels”) currently under construction in China by Jiangnan Shipyard (Group) Co. Ltd. and China Shipbuilding Trading Co. Ltd. (jointly the “Shipyard”), pursuant to shipbuilding contracts entered into in 2024, as previously announced on November 20, 2024. Delivery of the Vessels is expected in 2027.

To fund construction-stage obligations, the Company’s subsidiary, Navigator Gas L.L.C. (the “Borrower”), has entered into a secured pre-delivery term loan of up to $164,640,000 with BNP PARIBAS (acting through its Tokyo Branch) (the “Bridge Facility”). The Bridge Facility will finance up to 80% of the Borrower’s payments of pre-delivery instalments to the Shipyard.

On delivery of the Vessels, the Bridge Facility will be refinanced by, and transition into, a $205,800,000 long-term sale and leaseback arrangement under a Japanese Operating Lease with Call Option (“JOLCO”), Navigator Gas’ first financing using this structure, and one which will cover the full purchase price of the Vessels alongside very competitive pricing.

In accordance with the terms of the JOLCO, on delivery the Vessels will be sold to special purpose companies acting as owners (the “Lessor Owners”) and immediately bareboat chartered back to the Company’s subsidiaries, Navigator Polaris L.L.C. and Navigator Proxima L.L.C. as charterers. Navigator Gas will at all times retain full responsibility for the commercial and technical operation of the Vessels, including crewing, maintenance, insurance and management, and will benefit from purchase options under the relevant bareboat charters, the last of which occurs eight and a half (8.5) years after each vessel delivery.

The Bridge Facility and JOLCO arrangements are secured by customary pre- and post-delivery security packages respectively, including, among other things, assignments of the shipbuilding contracts and refund guarantees.

Gary Chapman, Chief Financial Officer, commented:

“This financing reflects our continued commitment to disciplined capital allocation and our ability and desire to access diverse and cost-effective funding solutions. The structure provides long-term financing, and the introduction of the JOLCO structure into Navigator’s portfolio marks a further step in the evolution of our funding strategy, again backed by high-quality financial partners whose support we greatly value. This financing also now marks the completion of funding for four of our six newbuild vessels on order, with financing for the remaining two vessels progressing well.”


LOGO

 

About Navigator Gas

Navigator Holdings Ltd. (described herein as “Navigator Gas” or the “Company”) is the owner and operator of the world’s largest fleet of handysize liquefied gas carriers and a global leader in the seaborne transportation services of petrochemical gases, such as ethylene and ethane, liquefied petroleum gas (“LPG”) and ammonia and owns a 50% share, through a joint venture, in an ethylene export marine terminal at Morgan’s Point, Texas on the Houston Ship Channel, USA. Navigator Gas’ fleet consists of 54 semi- or fully-refrigerated liquefied gas carriers, 24 of which are ethylene and ethane capable. The Company plays a vital role in the liquefied gas supply chain for energy companies, industrial consumers and commodity traders, with its sophisticated vessels providing an efficient and reliable ‘floating pipeline’ between the parties, connecting the world today, creating a sustainable tomorrow.

Navigator Gas’ common stock trades on the New York Stock Exchange under the symbol “NVGS”.

For media enquiries or further information, please contact:

Navigator Gas Investor Relations

Email: investorrelations@navigatorgas.com

Randy Giveans

EVP - Investor Relations & Business Development

Email: randy.giveans@navigatorgas.com

1200 Smith Street, Suite 1000, Houston, Texas, U.S.A. 77002

Tel: +1-713-373-6197

Alexander Walster

Media Contact

Email: communications@navigatorgas.com

Verde, 10 Bressenden Place, London, SW1E 5DH, UK

Tel: +44 (0)7857 796 052, +44 (0)20 7045 4114

Investor Relations / Media Advisors

Nicolas Bornozis / Paul Lampoutis

Capital Link – New York

Tel: +1-212-661-7566

Email: navigatorgas@capitallink.com

Forward looking statements

This press release contains certain “forward-looking” statements (as defined by the U.S. Securities and Exchange Commission) concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “will,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology.

These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include but are not limited to those set forth in the periodic reports Navigator files with the U.S. Securities and Exchange Commission.


LOGO

 

All forward-looking statements included in this press release are made only as of the date of this press release. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise, except as required by law. We make no prediction or statement about the performance of our common stock.

Category: Financial

FAQ

What financing did Navigator Holdings (NVGS) arrange for its newbuild vessels?

Navigator arranged a two-stage financing package for two newbuild gas carriers. A secured pre-delivery term loan of up to $164,640,000 funds construction instalments, then transitions into a $205,800,000 Japanese Operating Lease with Call Option (JOLCO) covering the full purchase price.

How does the JOLCO sale and leaseback work for Navigator Holdings (NVGS)?

On delivery, the vessels will be sold to special purpose lessor companies and immediately bareboat chartered back to Navigator subsidiaries under a JOLCO. Navigator keeps full commercial and technical control and holds purchase options, with the last option 8.5 years after each vessel’s delivery.

When are Navigator Holdings’ (NVGS) two financed newbuild gas carriers expected to be delivered?

The two newbuild gas carriers financed under this structure are expected to be delivered in 2027. Until delivery, the pre-delivery term loan finances up to 80% of construction-stage instalments owed to the Jiangnan Shipyard and China Shipbuilding Trading.

What portion of Navigator Holdings’ (NVGS) newbuild program is now funded?

The company states this financing completes funding for four of its six newbuild vessels on order. Financing for the remaining two vessels is described as progressing well, indicating substantial coverage of its current fleet expansion commitments.

What role will Navigator Holdings (NVGS) retain over the financed vessels?

Navigator will retain full responsibility for commercial and technical operation of the vessels, including crewing, maintenance, insurance and management. The ships will be bareboat chartered to Navigator Polaris L.L.C. and Navigator Proxima L.L.C., with purchase options embedded in the charters.

How large is Navigator Holdings’ (NVGS) existing liquefied gas carrier fleet?

Navigator operates a fleet of 54 semi- or fully-refrigerated liquefied gas carriers, including 24 ethylene and ethane capable vessels. It also owns a 50% interest in an ethylene export marine terminal at Morgan’s Point on the Houston Ship Channel.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts