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. |
Export Credit Facility Amendments
On March 26, 2021, Royal Caribbean Cruises Ltd. (the “Company,” “our” and “we”) entered into amendments to the export credit agreements for the financing of the first and second Evolution-class vessels for Silversea Cruises (the “Evolution Facility Amendments”) in order to, among other things, extend the period during which a breach of the financial covenants will not trigger a mandatory prepayment or default, as applicable, under each facility through and including the fourth quarter of 2022. Pursuant to the Evolution Facility Amendments, we have agreed to a minimum liquidity covenant consistent with our other export credit and non-export credit bank facilities. The Evolution Facility Amendments also restrict our ability to take certain actions during the waiver period. Subject to a number of carveouts, these include, but are not limited to, issuance of dividends, completion of share repurchases, issuances of debt other than for crisis and recovery purposes, the making of loans and the sale of assets other than at arm’s length.
Certain of the lenders participating in the Evolution Facility Amendments 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 amendments is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.1 to 10.2 and incorporated herein by reference.
Bank Loan Facility Amendments
On March 30, 2021, we amended our $1.55 billion unsecured revolving credit facility due October 2022 with Nordea Bank ABP, New York Branch, as administrative agent (the “Nordea Revolver”), and our $1.0 billion unsecured term loan agreement due April 2022 with Bank of America, N.A., as administrative agent (the “BofA Term Loan” and, together with the Nordea Revolver, the “Bank Loan Credit Facilities”).
These amendments, among other things, extend the maturity date or termination date, as applicable, of advances and commitments under the Bank Loan Credit Facilities held by consenting lenders by 18 months and increase the interest rate margin and/or the facility fee, as applicable, with respect to advances and commitments held by such lenders. Consenting lenders also received a prepayment and commitment reduction equal to 20% of their respective outstanding advances and commitments. Following these amendments:
· | the aggregate revolving capacity of the Nordea Revolver is $1,272,450,000 with $162,250,000 terminating in October 2022 and $1,110,200,000 terminating in April 2024; and |
· | the aggregate principal balance on the BofA Term Loan is $861,500,000, with $307,500,000 maturing in April 2022 and $554,000,000 maturing in October 2023. |
Certain of the lenders participating in the amended Bank Loan Credit Facilities, 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 amendments is summary in nature and is qualified in its entirety by reference to the full and complete terms of the amendments, copies of which are filed herewith as Exhibit 10.3 and 10.4 and incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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: April 1, 2021 | By: | /s/ Bradley H. Stein |
Name: | Bradley H. Stein | |
Senior Vice President, General Counsel & Secretary | ||