NCL Corporation Ltd.’s $600 Million Secured Notes Offering

The offering was led by Norwegian Cruise Line’s US counsels Paul Weiss and Kirkland & Ellis.

The notes were issued by NCL Corporation Ltd. (NCL). Founded in Miami, Florida in 2013, the subsidiary is one of the group’s three operating companies. The group currently has 19 ships in its fleet. The twentieth, “Vista”, is scheduled to be delivered this spring. The proceeds from the offering will be used to repay outstanding term loans under an existing senior secured credit facility.

An Interview with Sam Harding, Hannaford Turner

Please tell us about yourself, your team and the role that you played in this issue.

I joined Hannaford Turner in November 2018 from the London office of White & Case LLP and was made partner in January 2023. At the time of joining, there were few ’start-ups‘ in the shipping part of the legal market, and I was keen to take on the opportunity to be part of a new firm’s growth. We have expanded since I joined to take on several fee earners, and with this has come a greater breadth of work and the ability to add depth to the ship finance practice. In a firm of our size, we are all closely involved in the day-to-day management of transactions for our clients, but also in discussions on the management and administration of the firm, something which I have found very rewarding.

Working closely with Matt Hannaford and Owen McHugh, I specialise in all aspects of ship finance, including financing and investment into newbuild projects and second-hand ships, sale-and-leaseback transactions and joint venture financing. Our clients include cruise lines, private equity and investment funds, energy and commodities traders and ship operators across all shipping sectors. The most interesting part of this work is that no two transactions are ever the same; even in a series of ship transactions between the same parties, novel issues will arise and need to be addressed in the contracts, which shapes the advice we give to our clients and our handling of the transaction logistics.

Can you tell us more about the background to this operation?

The firm advised NCL on the maritime collateral securing this notes offering, comprising Bahamas and Marshall Islands ship mortgages and earnings and insurance assignments. We have assisted NCL on a number of secured note offerings in the past and work closely with their US counsels on the maritime aspects of the finance documents and local counsels in the relevant corporate and maritime jurisdictions.

NCL’s US counsels put into place an intercreditor agreement alongside the typical collateral agreement, which together regulated the amendments to the existing maritime collateral and creation and priority ranking of the new maritime collateral. Hannaford Turner, with local counsels, negotiated these maritime collateral documents with the various firms instructed for the creditors under the existing senior secured credit facility (SSCF) and the new notes.

Did you encounter any major obstacles in the course of this work? If so, how did you overcome them?

The notes offering was secured by the same 13 ships securing the SSCF, so was notable for the volume of documentation and degree of coordination with local counsels and registries required.

Working with counsels in the relevant jurisdictions (including the Isle of Man, Delaware, the Marshall Islands, the Bahamas and Bermuda), we put into place amendments to the existing security (where the priority of the security interests was not automatically determined by registration) and new security over these ships. The most complex aspect of this collateral package related to the insurances, as the various fleet and ship-specific policies had to be updated and re-endorsed to reflect the amendments to the existing assignments and granting of new assignments.