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 5, 2020
| 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 8.01 | Other Events. |
$1.15 Billion Revolving Credit Facility
Royal Caribbean Cruises Ltd. (the “Company”) has exercised the accordion feature under that certain $1,150,000,000 Credit Agreement, as amended and restated as of October 12, 2017 and as amended on May 24, 2019 (together with all other amendments, if any, from time to time made thereto, the “Nordea Credit Agreement”), by and among the Company, Nordea Bank AB (publ), New York Branch as administrative agent and certain lenders party thereto and has received an additional $400,000,000 of Revolving Credit Commitments (as defined in the Nordea Credit Agreement) thereunder. The exercise of the accordion feature increases the aggregate Revolving Credit Commitments thereunder to $1,550,000,000 from the prior amount of $1,150,000,000. The forms of commitment increase agreement and added lender agreement executed by the applicable lenders providing the additional Revolving Credit Commitments have been filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
$1.725 Billion Revolving Credit Facility
The Company has exercised the accordion feature under that certain Credit Agreement, dated as of June 15, 2015, as amended and restated as of December 4, 2017 as further amended as of April 5, 2019 (together with all other amendments, if any, from time to time made thereto, the “BNS Credit Agreement”), by and among the Company, the Bank of Nova Scotia as administrative agent and various other financial institutions party thereto and has received an additional $200,000,000 of Revolving Credit Commitments (as defined in the BNS Credit Agreement). The exercise of the accordion feature increases the aggregate Revolving Credit Commitments thereunder to $1,925,000,000 from the prior amount of $1,725,000,000. The forms of commitment increase agreement executed by the applicable lenders providing the additional Revolving Credit Commitments have been filed with Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 10, 2019 and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) Exhibits | ||
| Exhibit 10.1 | Form of Commitment Increase Agreement | |
| Exhibit 10.2 | Form of Added Lender Agreement | |
| Exhibit 10.3 | Amendment to the Amended and Restated Credit Agreement, dated as of April 5, 2019, by and among the Company, The Bank of Nova Scotia, as administrative agent for the lender parties and the lender parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2019). | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 11, 2020 | By: | /s/ Bradley H. Stein | |
| Name: | Bradley H. Stein | |||
| Senior Vice President, General Counsel & Secretary | ||||
Exhibit 10.1
FORM OF COMMITMENT INCREASE AGREEMENT
Date:
Nordea Bank AB (publ), New York Branch,
as Administrative Agent
1211 Avenue of the Americas
New York, NY 10036
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as of October 12, 2017 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among Royal Caribbean Cruises Ltd. (the “Borrower”), the Lenders referred to therein, and Nordea Bank AB (publ), New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined.
This Commitment Increase Agreement is made and delivered pursuant to Section 2.14 of the Credit Agreement.
Subject to the terms and conditions of Section 2.14 of the Credit Agreement, (the “Increasing Lender”) will increase its Commitment to an amount equal to $ , on the Increased Commitment Date applicable to it. The Increasing Lender hereby confirms and agrees that with effect on and after such Increased Commitment Date, the Commitment of the Increasing Lender shall be increased to the amount set forth above, and the Increasing Lender shall have all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement with a Commitment in the amount set forth above.
Effective on the Increased Commitment Date applicable to it, the Increasing Lender (i) accepts and assumes from the assigning Lenders, without recourse, such assignment of Advances as shall be necessary to effectuate the adjustments in the Ratable Shares of the Lenders contemplated by Section 2.14 of the Credit Agreement, and (ii) to the extent there are Advances outstanding on such Increased Commitment Date, agrees to fund on such Increased Commitment Date such assumed amounts of Advances to the Administrative Agent for the account of the assigning Lenders in accordance with the provisions of the Credit Agreement, in the amount notified to the Increasing Lender by the Administrative Agent.
This Commitment Increase Agreement shall constitute a Loan Document under the Credit Agreement.
THIS COMMITMENT INCREASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.
IN WITNESS WHEREOF, the Increasing Lender has caused this Commitment Increase Agreement to be duly executed and delivered in , , by its proper and duly authorized officer as of the day and year first above written.
| [INCREASING BANK] |
| By: |
| Title: |
| CONSENTED TO as of | : | |
| ROYAL CARIBBEAN CRUISES LTD. | ||
| By: |
| Title: |
| ACKNOWLEDGED as of | : |
| NORDEA BANK AB (PUBL), NEW YORK BRANCH, |
| as Administrative Agent |
| By: |
| Title: |
Exhibit 10.2
FORM OF ADDED LENDER AGREEMENT
Date:
Nordea Bank AB (publ), New York Branch
as Administrative Agent
1211 Avenue of the Americas
New York, NY 10036
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as of October 12, 2017 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among Royal Caribbean Cruises Ltd. (the “Borrower”), the Lenders referred to therein, and Nordea Bank AB (publ), New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined.
This Added Lender Agreement is made and delivered pursuant to Section 2.14 of the Credit Agreement.
Subject to the terms and conditions of Section 2.14 of the Credit Agreement, (the “Added Lender”) will become a party to the Credit Agreement as a Lender, with a Commitment equal to $ , on the Increased Commitment Date applicable to it. The Added Lender hereby confirms and agrees that with effect on and after such Increased Commitment Date, the Added Lender shall be and become a party to the Credit Agreement as a Lender and have all of the rights and be obligated to perform all of the obligations of a Lender thereunder with a Commitment in the amount set forth above.
Effective on the Increased Commitment Date applicable to it, the Added Lender (i) accepts and assumes from the assigning Lenders, without recourse, such assignment of Advances as shall be necessary to effectuate the adjustments in the Percentages of the Lenders contemplated by Section 2.14 of the Credit Agreement, and (ii) agrees to fund on such Increased Commitment Date such assumed amounts of Advances to the Administrative Agent for the account of the assigning Lenders in accordance with the provisions of the Credit Agreement, in the amount notified to the Added Lender by the Administrative Agent.
The following administrative details apply to the Added Lender:
(A) Lending Office(s):
This Added Lender Agreement shall constitute a Loan Document under the Credit Agreement.
THIS ADDED LENDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.
IN WITNESS WHEREOF, the Added Lender has caused this Added Lender Agreement to be duly executed and delivered in , , by its proper and duly authorized officer as of the day and year first above written.
| [ADDED LENDER] | ||
| By: | ||
| Title: | ||
| CONSENTED TO as of | : |
| ROYAL CARIBBEAN CRUISES LTD. | ||
| By: | ||
| Title: | ||
| ACKNOWLEDGED as of | : |
| NORDEA BANK AB (PUBL), NEW YORK BRANCH, | ||
| as Administrative Agent | ||
| By: | ||
| Title: | ||