RCL Royal Caribbean
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 16, 2021
|ROYAL CARIBBEAN CRUISES LTD.|
|(Exact Name of Registrant as Specified in Charter)|
|Republic of Liberia|
|(State or Other Jurisdiction of Incorporation)|
(Commission File Number)
(IRS Employer Identification No.)
|1050 Caribbean Way, Miami, Florida||33132|
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 305-539-6000
|(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 16, 2021, we entered into amendments to the export credit agreements for the financing of the first and second class Icon vessels and on March 18, 2021, we entered into amendments to the export credit agreement for the financing of the third class Icon Vessel, in each case for Royal Caribbean International (collectively, the “Icon Facility Amendments”) in order to 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 third quarter of 2022. Pursuant to the Icon Facility Amendments, we have agreed to a minimum liquidity covenant consistent with our other export credit and non-export credit bank facilities. The Icon 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 Icon 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 10.3 and incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
Exhibit 10.1 Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 1” – Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.
Exhibit 10.2 Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 2” – Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.
Exhibit 10.3 Amendment No. 2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, 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)
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 19, 2021||By:||/s/ Bradley H. Stein|
|Name:||Bradley H. Stein|
|Senior Vice President, General Counsel & Secretary|