Debt

9 Months Ended

Sep. 30, 2023

Note 6. Debt

Debt consists of the following (in thousands):


	Interest Rate (1)	Maturities Through	As of September 30, 2023		As of December 31, 2022
Fixed rate debt:
Unsecured senior notes	3.70% to 11.63%	2026 - 2030	$	7,898,670	$	7,199,331
Secured senior notes	8.25% to 11.50%	2025 - 2029	1,495,027		2,370,855
Unsecured term loans	1.28% to 5.89%	2027 - 2035	4,682,402		4,561,129
Convertible notes	2.88% to 6.00%	2023 - 2025	1,375,000		1,725,000
Total fixed rate debt			15,451,099		15,856,315
Variable rate debt(2):
Unsecured revolving credit facilities (3)	6.72% to 7.47%	2024 - 2025	350,000		2,744,105
USD unsecured term loan	6.30% to 10.05%	2023 - 2037	3,768,383		4,335,973
Euro unsecured term loan	5.28% to 6.11%	2023 - 2028	477,558		534,589
Total variable rate debt			4,595,941		7,614,667
Finance lease liabilities			327,334		351,332
Total debt (4)			20,374,374		23,822,314
Less: unamortized debt issuance costs			(405,482)		(431,123)
Total debt, net of unamortized debt issuance costs			19,968,892		23,391,191
Less—current portion			(2,043,965)		(2,087,711)
Long-term portion			$	17,924,927	$	21,303,480

(1) Interest rates based on outstanding loans as of September 30, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

(2) During the quarter ended June 30, 2023, we completed our transition from LIBOR to Term SOFR rates for substantially all of our variable rate facilities, with such transition to take effect at the next respective interest reset date for each such facility.

(3) Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.30% to 2.05%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.70% to 2.05%. Based on applicable Term SOFR rates, as of September 30, 2023, the maximum interest rates under the $1.9 billion facility and the $1.1 billion facility was 7.47%. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

(4) At September 30, 2023 and December 31, 2022, the weighted average interest rate for total debt was 6.40% and 6.23%, respectively.

Unsecured revolving credit facilities

In January 2023, we amended and extended our two unsecured revolving credit facilities. The amendments extended the maturities of $2.3 billion of the $3.0 billion aggregate revolving credit capacity by one year to April 2025, with the remainder maturing in April 2024. As of September 30, 2023, we had undrawn capacity of $2.7 billion under our unsecured revolving credit facilities. In October 2023, we refinanced both unsecured revolving credit facilities as well as the $501.6 million unsecured term loan scheduled to fully mature in October 2024. Following this refinancing, our aggregate revolving credit commitments are $3.5 billion. Of this amount, $1.6 billion is scheduled to mature in October 2028, $1.6 billion is scheduled to mature in October 2026, $242.5 million is scheduled to mature in April 2025 and the remaining balance is scheduled to mature in April 2024.

Convertible Notes

In June 2023, $350 million of our 4.25% Convertible Senior Notes matured. The notes were settled using a combination of $337.8 million in cash, and the issuance of approximately 374,000 shares of common stock. The issuance of equity increased additional paid-in capital by $12.2 million.

In August 2023, we notified the holders of our 2.875% Convertible Senior Notes due November 15, 2023 of our irrevocable election to settle notes to which holders elect to convert with a combination of cash and shares of our common stock.

Debt financing transactions

In February 2023, we issued $700 million aggregate principal amount of 7.25% senior guaranteed notes due January 2030 ("7.25% Priority Guaranteed Notes"). Upon closing, we terminated our commitment for the $700 million 364-day term loan facility. In addition, the remaining $350 million backstop committed financing was also terminated upon closing, which resulted in an immaterial loss on extinguishment of debt.

In June 2023, we took delivery of Silver Nova. To finance the delivery, we borrowed a total of $503.2 million under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21% per annum.

In June 2023, we repaid $392.0 million of our 11.50% secured senior notes due in June 2025, which resulted in a total loss on extinguishment of debt of $30.2 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the nine months ended September 30, 2023. During the third quarter of 2023, we repaid an additional $500 million of these notes due in June 2025, resulting in a total loss on extinguishment of debt of $37.9 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the quarter and nine months ended September 30, 2023.

In October 2023, we issued an irrevocable notice to redeem in early November 2023 the remaining $500 million balance of our 11.50% senior secured notes due June 2025. This redemption will be funded with existing liquidity.

Export credit agency guarantees

Except for the term loans we incurred to acquire Celebrity Flora and Silver Moon, 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 September 30, 2023, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35% to 5.48% of the maximum loan amount in consideration for these guarantees. We amortize the fees that are paid upfront over the life of the loan. We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows. 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.

Debt covenants

Our revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity. As of September 30, 2023, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

The following is a schedule of annual maturities on our total debt, including finance leases, as of September 30, 2023 for each of the next five years (in thousands):


Year	As of September 30, 2023 (1)
Remainder of 2023	$	735,423
2024	2,308,807
2025	2,828,609
2026	2,797,022
2027	3,534,356
Thereafter	8,170,157
	$	20,374,374

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at September 30, 2023.