Norwegian Cruise Line Holdings Ltd. subsidiary NCL Corporation Ltd. closed a private offering of senior notes on October 15, 2026. The company sold $950.0 million in aggregate principal amount of 8.750% senior notes due 2031. After deducting the initial purchasers' discount but before estimated fees and expenses, NCLC received net proceeds of approximately $941.7 million.
The company plans to use the net proceeds, combined with cash on hand, for three specific purposes. First, it will redeem all outstanding 6.125% senior notes due 2028. Second, it will repay approximately $376.3 million of borrowings under its senior secured revolving loan facility. Third, it will prepay approximately $42.2 million of borrowings under its export-credit backed financing facilities.
Interest on the new notes will accrue from October 15, 2026, and is payable semi-annually on April 15 and October 15 of each year, beginning April 15, 2027. The notes mature on October 15, 2031, unless redeemed earlier. The indenture governing the notes includes provisions allowing NCLC to redeem the notes prior to October 15, 2028, at a price equal to 100% of the principal amount plus a make-whole amount. Additionally, the company may redeem up to 40% of the notes with the proceeds of equity offerings at a price of 108.750% of the principal amount.
In a separate agreement dated October 15, 2026, NCLC entered into a third amendment to its Seventh Amended and Restated Credit Agreement. The amendment increased the aggregate lender commitments under the revolving loan facility from $2,486.0 million to $2,801.0 million. The facility matures on January 22, 2030, though specific maturity dates may be adjusted based on the repayment status of certain 2027 exchangeable notes and liquidity tests.
