Long-Term Debt | 8. Long-Term Debt In February 2024, NCLC and the purchasers named therein (collectively, the “Commitment Parties”) entered into a third amended and restated commitment letter (the “third amended commitment letter”), which became effective in March 2024. The third amended commitment letter amended and restated the commitment letter dated February 22, 2023 and extended the commitments thereunder through March 2025. Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $650 million of senior unsecured notes due five years after the issue date (the “Commitment Notes”) at NCLC’s option. If issued, the Commitment Notes will be subject to an issue fee of 0.50% and will bear interest at a rate per annum equal to (A) the greater of (i) the interest rate of the 7.75% senior notes due 2029 (“2029 Unsecured Notes”) and (ii) the then-current secondary trading yield applicable to the 2029 Unsecured Notes plus (B) 200 basis points In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $250 million aggregate principal amount of 9.75% senior secured notes due 2028 (the “2028 Secured Notes”) at a negotiated premium plus accrued and unpaid interest thereon. In March 2024, in connection with the settlement of the repurchase, the aggregate principal amount outstanding under the 2028 Secured Notes was cancelled while also releasing the related collateral. The loss on extinguishment was $29.0 million, recognized in interest expense, net. In November 2023, we executed an agreement for a commitment of €200 million in connection with financial support for our newbuilds, which became available in April 2024. The commitment if drawn will pay interest quarterly at a rate per annum based on an applicable margin plus Euribor 3-months. The commitment may be drawn at any time and is payable within 364 days, but no later than July 15, 2025. Any amount repaid prior to July 15, 2025 may be drawn again. In September 2024, NCLC issued $315.0 million aggregate principal amount of 6.250% senior unsecured notes due March 1, 2030 (the “2030 Notes”). NCLC may, at its option, redeem the 2030 Notes, in whole or in part, (i) prior to March 1, 2027 (the “First Call Date”), at a redemption price equal to 100% of the principal amount of the 2030 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 2030 Notes 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 2030 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.250% of the principal amount of the 2030 Notes 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 2030 Notes issued remains outstanding following such redemption. The 2030 Notes pay interest at 6.250% per annum, semiannually in arrears on March 1 and September 1 of each year, to holders of record at the close of business on the immediately preceding February 15 and August 15, respectively. The 2030 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) grant or assume certain liens; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. The net proceeds for the 2030 Notes, after deducting the initial purchasers’ discount but before deducting estimated fees and expenses, together with cash on hand, were used to redeem $315.0 million aggregate principal amount of the 3.625% senior notes due 2024, including to pay any accrued and unpaid interest thereon. Exchangeable Notes The exchangeable notes are convertible into redeemable preference shares of NCLC. Upon conversion, the preference shares are immediately and automatically exchanged, for each $1,000 principal amount of exchangeable notes, into a certain number of NCLH’s ordinary shares based on the applicable exchange rate. Upon NCLH’s receipt of the NCLC preference shares, each preference share will be immediately re-designated into an ordinary share of NCLC of par value $1,000 per share and then subdivided into 833,333 ordinary shares of NCLC of par value $0.0012 per share (the “re-designation”). After the re-designation, the NCLC ordinary shares issued will rank pari passu with the existing ordinary shares of NCLC held by NCLH having the rights and being subject to the restrictions set out in NCLC's bye-laws. During the six months eneded June 30, 2024, 146,556 series A-1 preference shares were issued and subsequently re-designated and subdivided, as a result of which NCLH held an additional 122,129,951,148 ordinary shares in the capital of NCLC. During the three months ended September 30, 2024, all 122,138,284,478 of the ordinary shares of NCLC that were previously issued and outstanding as a result of the re-designation of ordinary shares from preference shares were repurchased for nominal consideration and cancelled. The following is a summary of NCLC’s exchangeable notes as of September 30, 2024 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2025 Exchangeable Notes (1) $ 449,990 $ (36,738) $ 413,252 $ 551,310 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (130,669) 1,019,331 1,114,166 Level 2 2027 2.5% Exchangeable Notes 473,175 (55,096) 418,079 469,877 Level 2 (1) We expect that the holders of the 2025 Exchangeable Notes will exchange their 2025 Exchangeable Notes for NCLH ordinary shares. The following is a summary of NCLC’s exchangeable notes as of December 31, 2023 (in thousands): Unamortized Debt Discount, Principal including Deferred Net Carrying Fair Value Amount Financing Fees Amount Amount Leveling 2024 Exchangeable Notes $ 146,601 $ (8,672) $ 137,929 $ 217,790 Level 2 2025 Exchangeable Notes 449,990 (65,811) 384,179 572,567 Level 2 2027 1.125% Exchangeable Notes 1,150,000 (167,939) 982,061 1,068,431 Level 2 2027 2.5% Exchangeable Notes 473,175 (70,405) 402,770 453,784 Level 2 The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Coupon interest $ 12,238 $ 14,438 $ 39,983 $ 43,313 Amortization of discount and deferred financing fees 28,178 30,827 90,233 88,374 Total $ 40,416 $ 45,265 $ 130,216 $ 131,687 As of September 30, 2024, the effective interest rate is 15.89%, 6.28% and 7.88% for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively. Debt Repayments The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be settled in NCLH ordinary shares, and finance lease obligations as of September 30, 2024 (in thousands): Year Amount Remainder of 2024 $ 580,337 2025 1,324,480 2026 2,243,781 2027 3,308,071 2028 1,719,541 2029 1,934,831 Thereafter 2,600,722 Total $ 13,711,763 Debt Covenants As of September 30, 2024, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of our covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity. |