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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 


CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 10, 2021

 

  ROYAL CARIBBEAN CRUISES LTD.  
  (Exact Name of Registrant as Specified in Charter)  
     
  Republic of Liberia  
  (State or Other Jurisdiction of Incorporation)  

 

  1-11884   98-0081645  
 

(Commission File Number)

 

(IRS Employer Identification No.)

 
         
  1050 Caribbean Way, Miami, Florida   33132  
 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

Registrant's telephone number, including area code: 305-539-6000

 

  Not Applicable  
  (Former Name or Former Address, if Changed Since Last Report)  

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.01 per share   RCL   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 10, 2021, Royal Caribbean Cruises Ltd. (“we” or the “Company”) entered into an amendment (the “Odyssey Facility Amendment”) to the credit agreement for the financing of Odyssey of the Seas in order to increase the maximum loan amount available under the facility. This agreement, as amended, makes available to us a U.S. dollar-denominated loan guaranteed 95% by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit agency of Germany, in a maximum amount equal to the US dollar equivalent of 80% of the vessel purchase price plus 100% of the premium payable to Hermes. There are no other changes to the other terms or conditions in the credit agreement as a result of the Odyssey Facility Amendment.

 

Certain of the lenders participating in the Odyssey Facility Amendment and affiliates of those parties, provide banking, investment banking and other financial services to us from time to time for which they have received, and will in the future receive, customary fees.

 

The foregoing description of the provisions of the Odyssey Facility Amendment is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Odyssey Facility Amendment, a copy of which are filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit 10.1 - Amendment No. 6 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of March 10, 2021, between the Company, Kfw IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

 

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ROYAL CARIBBEAN CRUISES LTD.
       
Date: March 16, 2021 By: /s/ Bradley H. Stein
    Name: Bradley H. Stein
      Senior Vice President, General Counsel & Secretary