Debt

6 Months Ended

Jun. 30, 2020

DebtDebt consist of the following (in thousands):


	Interest Rate(1)	Maturities Through	Quarter Ended June 30, 2020		Year Ended December 31, 2019
Fixed rate debt:
Unsecured senior notes	2.65% to 9.13%	2020 - 2028	$	2,768,980	$	1,746,280
Secured senior notes	7.25% to 11.50%	2023 - 2025	3,887,409		662,398
Unsecured term loans	2.53% to 5.41%	2021 - 2032	3,385,090		2,806,774
Convertible notes	4.25%	2023	939,010		—
Total fixed rate debt			10,980,489		5,215,452
Variable rate debt:
Unsecured revolving credit facilities(2)	1.48%	2022 - 2024	3,385,000		165,000
UK Commercial paper		2021	368,952		—
USD Commercial paper		—	—		1,434,180
USD unsecured term loan	1.55% to 4.05%	2020 - 2028	3,546,179		3,519,853
Euro unsecured term loan	1.15% to 1.58%	2021 - 2028	644,169		676,740
Total variable rate debt			7,944,300		5,795,773
Finance lease liabilities			218,302		230,258
Total debt (3)			19,143,091		11,241,483
Less: unamortized debt issuance costs			(314,432)		(206,607)
Total debt, net of unamortized debt issuance costs			18,828,659		11,034,876
Less—current portion including commercial paper			$	(1,075,235)	$	(2,620,766)
Long-term portion			17,753,424		8,414,110

(1) Interest rates based on outstanding loan balance as of June 30, 2020 and, for variable rate debt, include either LIBOR or EURIBOR plus the applicable margin.

(2) Includes $1.9 billion facility due in 2024 and $1.5 billion facility due in 2022, each of which accrue interest at LIBOR plus 1.30%, which interest rate was 1.60% as of June 30, 2020 and each is subject to a facility fee of 0.20%.

(3) At June 30, 2020 and December 31, 2019, the weighted average interest rate for total debt was 5.68% and 3.99%, respectively.

In March 2020, we increased the capacity of our $1.7 billion and $1.2 billion unsecured revolving credit facilities due in 2024 and 2022, by $200 million and $400 million, respectively, utilizing their respective accordion features. As of June 30, 2020, our aggregate revolving borrowing capacity was $3.5 billion and was fully utilized.

In March 2020, we took delivery of Celebrity Apex. To finance the purchase, we borrowed $722.2 million under a previously committed unsecured term loan which is 100% guaranteed by BpiFrance Assurance Export, the official export credit agency of France. The loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.23% per annum.

In March 2020, we borrowed $2.2 billion pursuant to a 364-day senior secured term loan agreement (the "Secured Term Loan"). In May 2020, the Secured Term Loan was increased by an additional $150 million through the exercise of the accordion feature. The increased Secured Term Loan balance was repaid with proceeds from the $3.32 billion senior secured notes issued in May 2020 and discussed below. The Senior Secured Term Loan would have matured 364 days after funding and maturity could have been extended at our option for an additional 364 days subject to customary conditions, including the payment of a 1.00% extension fee. Our obligations were guaranteed by our wholly-owned subsidiaries, Celebrity Cruises Holdings Inc., Celebrity Cruises Inc. and certain of our wholly-owned vessel-owning subsidiaries, and was secured by certain of our trademarks and a pledge of 100% of the equity interests of certain of our vessel-owning subsidiaries. Interest accrued at LIBOR plus a margin of 2.25% which would have increased to 2.50% and 2.75% at 180 days and 365 days, respectively, after funding. We would have also been required to pay a duration fee in an amount equal to 0.25% of the aggregate loan principal amount every 60 days. Additionally, two of our board members each purchased a participation interest equal to $100 million.

The repayment of this Secured Term Loan in May 2020 resulted in a total loss on the extinguishment of debt of $40.3 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2020.

In May 2020, we issued $3.32 billion in senior secured notes, less original issue discount. We repaid the $2.35 billion, 364-day Secured Term Loan in its entirety with a portion of the proceeds of these $3.32 billion secured notes. $1.0 billion of the notes accrue interest at 10.875% and mature in 2023. The remaining $2.32 billion of the notes accrue interest at a fixed rate of 11.5% and mature in 2025 (the "2025 Secured Notes"). The notes are fully and unconditionally guaranteed by Celebrity Cruises Holdings Inc., Celebrity Cruises Inc., and certain of our wholly-owned vessel-owning subsidiaries. $1.66 billion of the obligations under the 2025 Secured Notes and the related guarantees are secured by first priority security interests in the collateral (which generally includes certain of our material intellectual property, a pledge of 100% of the equity interests of certain of our vessel-owning subsidiaries and mortgages on the 28 vessels owned by such subsidiaries, subject to permitted liens and certain exclusions and release provisions), subject to certain adjustments after the date of issuance based on our debt rating as of the date of issuance and our lien basket amount in certain of our credit facilities. Prior to June 1, 2022, we may, at our option, redeem some or all of the 2025 Secured Notes at 100% of the principal amount plus accrued and unpaid interest plus the applicable “make-whole premium” described in the Secured Notes Indenture. On or after June 1, 2022, we may, at our option, redeem some or all of the 2025 Secured Notes at the applicable redemption prices set forth in the Secured Notes Indenture.

In June 2020, we issued $1.0 billion in senior unsecured notes which accrue interest at 9.125% and mature in 2023. The notes are fully and unconditionally guaranteed by RCI Holdings LLC, which owns 100% of the equity interests in certain of our wholly-owned vessel-owning subsidiaries.

In June 2020, we issued $1.15 billion aggregate principal amount of convertible notes which accrue interest at 4.25% and mature in 2023. The notes are convertible into shares of common stock of the Company, cash, or a combination of common stock and cash, at the election of the Company. The initial conversion rate per $1,000 principal amount of the convertible notes is 13.8672 shares of our common stock, which is equivalent to an initial conversion price of approximately $72.11 per share, subject to adjustment in certain circumstances. Prior to March 15, 2023, the convertible notes will be convertible at the option of holders during certain periods, and only under the following conditions:

•during any calendar quarter after September 30, 2020, if the last reported sale price per share of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•if, prior to March 15, 2023, the trading price per $1,000 principal amount of notes is less than 98% of the product of the last reported sale price per share of our common stock and the conversation rate for ten consecutive trading days (in which case the notes are convertible at any time during the five business day period following the 10 consecutive trading day period);

•if we call the notes for a tax redemption or

•upon the occurrence of specified corporate events.

On or after March 15, 2023, the convertible notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.

Holders of the convertible notes may require the Company, upon the occurrence of certain events that constitute a fundamental change under the indenture, to offer to repurchase the convertible notes at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

We allocated $907.9 million of the convertible notes' proceeds, net of debt issue costs, to Long-term debt and $209.0 million to Paid-in-capital on our Consolidated Balance Sheet. The amount allocated to Long-term debt represents the difference between the $1.15 billion aggregate principal amount of the convertible notes and the amount of the proceeds allocated to the debt component as a debt discount. The fair value of the convertible notes' debt component was determined utilizing a present value calculation. We recognized the equity component by ascribing the difference between the proceeds and the fair value of the debt component to Paid-in-capital and the corresponding debt discount will be amortized to interest expense over the term of the convertible notes using the straight-line method, which approximates the effective interest method. Debt issuance costs on the convertible notes were allocated to the debt and equity components in proportion to the allocation of proceeds to those components. We incurred total debt issue costs of $35.1 million on the issuance of the debt and allocated $6.2 million to Paid-in-capital. Debt issuance costs attributable to debt will be amortized to interest expense over the term of the convertible notes.

The net carrying value of the liability component of the convertible notes was as follows:


(in thousands)	As of June 30, 2020
Principal	1,150,000
Less: Unamortized debt discount and transaction costs	242,051
	$	907,949

The interest expense recognized related to the convertible notes was as follows:


(in thousands)	As of June 30, 2020
Contractual interest expense	2,987
Amortization of debt discount and transaction costs	4,910
	$	7,897

In June 2020, RCL Cruises Ltd., our subsidiary that operates and manages our business in the United Kingdom, established a commercial paper facility for the purpose of issuing short-term, unsecured Sterling-denominated notes that are eligible for purchase under the Joint HM Treasury and Bank of England’s COVID Corporate Financing Facility commercial paper program (the “Program”) in an aggregate principal amount up to £300.0 million. The maturities of the commercial paper notes can vary by note, but cannot exceed 364 days from the date of issuance. As of June 30, 2020, we had £300.0 million, or approximately $370.8 million, based on the exchange rate at June 30, 2020, of commercial paper notes outstanding under this program

As of December 31, 2019, we had $1.4 billion of commercial paper notes outstanding under our traditional commercial paper program established on June 14, 2018. As of June 30, 2020, we did not have a balance outstanding on this commercial paper program. We terminated this commercial paper program as of August 5, 2020.

During the quarter ended June 30, 2020, we amended certain export-credit backed ship debt facilities to benefit from a 12-month debt amortization ("Debt Holiday"). Under the Debt Holiday, deferred debt amortization of approximately $0.9 billion will be paid over a period of four years after the 12-month deferral period. The Debt Holiday was offered by certain export credit agencies as a result of the current impact to cruise-line borrowers as a result of COVID-19.

Except for the financings incurred to acquire Celebrity Flora and Azamara Pursuit, all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. As of June 30, 2020, in consideration for these guarantees, depending on the financing arrangement, we pay to the applicable export credit agency (1) a fee of 1.96% per annum based on the outstanding loan balance semi-annually over the term of the loan (subject to adjustments based upon our credit ratings) or (2) an upfront fee of 2.35% to 2.37% of the maximum loan amount. We amortize the fees that are paid upfront over the life of the loan and those that are paid semi-annually over each respective payment period. Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets. Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt. In our consolidated statements of cash flows, we classify these fees within Amortization of debt issuance costs.

Both our export credit facilities and our non-export credit facilities totaling an outstanding principal amount of approximately $11.0 billion as of June 30, 2020 contain covenants that, among other things, require us to maintain financial ratios, including in certain cases, a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio. During the quarter ended June 30, 2020, we amended our export credit facilities and our non-export credit facilities and certain of our credit card processing agreements which contain financial covenants to suspend the testing of these covenants through and including the first quarter of 2021. Certain of these amendments imposed a new monthly-tested minimum liquidity covenant of $300 million of cash and cash equivalents for the duration of the waiver period. Pursuant to these amendments, we also agreed that we will not pay cash dividends or effectuate share repurchases during the waiver period unless we are in compliance with the fixed charge coverage covenant as of the end of the most recently completed quarter.

Subsequent to June 30, 2020, we further amended certain of these agreements to extend the financial covenant waiver through and including the fourth quarter of 2021. In connection therewith, we increased the minimum liquidity covenant to $500 million, as applicable, subject to reduction in the event of further capital raises, and extended the dividend and share repurchase restrictions through the new waiver period. Pursuant to these amendments, debt totaling an outstanding amount of

approximately $130.0 million will remain subject to the covenant waiver to the first quarter of 2021. This debt is prepayable at any time without penalty. As of June 30, 2020 and the date of these financial statements, we were in compliance with the minimum liquidity covenant, as increased by the recent amendments. For information related to the covenants in our Port of Miami Terminal "A" operating lease agreement, refer to Note 8. Leases.

Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating. On April 2, 2020, S&P Global downgraded us from BBB- to BB and on May 13, 2020, Moody’s downgraded us from Baa3 to Ba2.

The following is a schedule of annual maturities on our total debt net of debt issuance costs, and including finance leases and commercial paper, as of June 30, 2020 for each of the next five years (in thousands):


Year
Remainder of 2020			343,565
2021			1,289,145
2022			4,135,263
2023			3,914,635
2024			2,858,219
Thereafter			6,287,832
			18,828,659

Finance Leases

Silversea Cruises operates the Silver Whisper, under a finance lease. The finance lease for the Silver Whisper will expire in 2022, subject to an option to purchase the ship. The total aggregate amount of the finance lease liabilities recorded for this ship was $31.5 million and $55.6 million at June 30, 2020 and December 31, 2019, respectively. The lease payments on the Silver Whisper are subject to adjustments based on the LIBOR rate.