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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/21 Royal Caribbean Cruises Ltd. 8-K:1,9 3/26/21 14:5.7M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-10.1 Material Contract HTML 756K 3: EX-10.2 Material Contract HTML 796K 4: EX-10.3 Material Contract HTML 634K 5: EX-10.4 Material Contract HTML 542K 10: R1 Cover HTML 46K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- tm2111279d1_8k_htm XML 15K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- rcl-20210326_lab XML 97K 8: EX-101.PRE XBRL Presentations -- rcl-20210326_pre XML 65K 6: EX-101.SCH XBRL Schema -- rcl-20210326 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 14: ZIP XBRL Zipped Folder -- 0001104659-21-045601-xbrl Zip 554K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i March 26, 2021
| i ROYAL CARIBBEAN CRUISES LTD. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Republic of i Liberia | ||
| (State or Other Jurisdiction of Incorporation) |
| i 1-11884 | i 98-0081645 | |||
|
(Commission File Number) |
(IRS Employer Identification No.) |
|||
| i 1050 Caribbean Way, i Miami, i Florida | i 33132 | |||
|
(Address of Principal Executive |
(Zip Code) |
Registrant's telephone number, including area code: i 305- i 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common stock, par value $0.01 per share | i RCL | i 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).
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. |
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.
C:
| C: 2 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
C:
| 3 |
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 | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/21 | |||
| 3/30/21 | 8-K | |||
| For Period end: | 3/26/21 | 4 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/22 Royal Caribbean Cruises Ltd. 10-K 12/31/21 126:20M 6/25/21 Royal Caribbean Cruises Ltd. S-8 6/25/21 5:170K Toppan Merrill/FA 4/29/21 Royal Caribbean Cruises Ltd. 10-Q 3/31/21 83:11M |