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
On December 22, 2021, Royal Caribbean Cruises Ltd. (the “Company,” “our” and “we”) entered into amendments to all of our existing export credit facilities for our delivered and undelivered ships (the “ECA Facility Amendments”) to modify the financial covenants to more closely align with those under our existing non-export credit facilities, including (i) revising the calculation of operating cash flow for purposes of testing the fixed charge coverage ratio for each of the first three quarters by annualizing net cash from operating activities from the then-completed quarter(s) beginning with the fourth quarter of 2022, (ii) aligning the net debt to capitalization ratio with our non-export credit facilities, where applicable, and (iii) aligning the calculation of stockholders' equity with our non-export credit facilities, where applicable, through at least the third quarter of 2025, subject to certain exceptions. In addition, the ECA Facility Amendments permit undrawn loan commitments to be considered for the purposes of satisfying the minimum liquidity covenant under the export credit facilities beginning on October 1, 2022. The ECA Facility Amendments also extend the most-favored lender terms in each of the export credit facilities until at least the fourth quarter of 2022 or, if later, the repayment of all amounts that have been deferred under our export credit facilities.
Certain of the lenders participating in the ECA 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 we expect will in the future receive, customary fees.
The foregoing description of the ECA Facility 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 Exhibits 10.1 to 10.25 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: | December 28, 2021 | By: | /s/ Jason T. Liberty | |
| Name: | Jason T. Liberty | |||
| Executive Vice President, Chief Financial Officer | ||||