UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2021, NCL Corporation Ltd. (“NCLC”), a subsidiary of Norwegian Cruise Line Holdings Ltd., entered into Amendment No. 3 to the Credit Agreement, by and among NCLC and Voyager Vessel Company, LLC, as borrowers (the “Borrowers”), the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (“Amendment No. 3”), amending NCLC’s existing Fifth Amended and Restated Credit Agreement (the “Fifth ARCA”), dated as of May 8, 2020 (as amended by Amendment No. 1, dated as of January 29, 2021, and as further amended by Amendment No. 2, dated as of March 25, 2021). Amendment No. 3 provides that, among other things, certain financial covenants shall be modified to provide that (i) following the covenant relief period ending on December 31, 2022, (a) free liquidity shall be required to be greater than or equal to $200,000,000 at any time, (b) the ratio of total net funded debt to total capitalization shall be required to be not greater than 0.86 to 1.00 on March 31, 2023, 0.85 to 1.00 on June 30, 2023 and 0.83 to 1.00 thereafter, and (c) the ratio of EBITDA to consolidated debt service shall be required to be greater than or equal to 1.25 to 1.00 unless free liquidity is greater than $200,000,000 (collectively, the “Modified Financial Covenants”), and (ii) in the event that the financial covenants in NCLC’s ECA Facilities (as defined in the Fifth ARCA) are more favorable to the secured parties than the Modified Financial Covenants, the Modified Financial Covenants will be deemed automatically amended to be on equally favorable terms. Amendment No. 3 also makes certain other changes to the Fifth ARCA, including loosening certain of the baskets applicable to our ability make certain investments and incur debt.
The foregoing summary of Amendment No. 3 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 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 under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment Agreement, dated November 12, 2021, by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, which amends the Fifth Amended and Restated Credit Agreement, dated May 8, 2020. # | |
| 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).
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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: | November 15, 2021 |
| NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
| By: | /s/ Mark A. Kempa | |
| Name: | Mark A. Kempa | |
| Title: | Executive Vice President and Chief Financial Officer | |
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