8-KMaterial AgreementsFinancial EventsRegulation FD+1

ROYAL CARIBBEAN CRUISES LTD 8-K Report, Material Agreement (Mar 23, 2020)

Filed March 23, 2020For Securities:RCL

Summary

On March 23, 2020, Royal Caribbean Cruises Ltd. (RCL) filed an 8-K report announcing the execution of a $2.2 billion senior secured term loan. This significant financing was secured on March 22, 2020, and matures in 364 days, with an option to extend for an additional year subject to a 1.00% extension fee. The proceeds are earmarked for working capital and general corporate purposes, providing the company with crucial liquidity amidst an uncertain operating environment. The loan is backed by a pledge of trademarks and equity interests in vessel-owning subsidiaries, with an effort to secure mortgages on these vessels. The loan agreement includes standard covenants, a key financial covenant requiring a collateral coverage ratio of at least 2.50:1.00, and restrictions on subsidiary debt, liens, asset sales, investments, and restricted payments, among others. Notably, entities affiliated with directors Eyal Ofer and Arne Alexander Wilhelmsen participated in the loan with $100 million each. This financing demonstrates the company's proactive steps to ensure financial flexibility during a period of significant industry disruption.

Key Highlights

  • 1Secured a $2.2 billion senior secured term loan on March 23, 2020.
  • 2The loan has an initial maturity of 364 days, with an option to extend for another 364 days.
  • 3Proceeds will be used for working capital and general corporate purposes.
  • 4The loan is secured by trademarks and pledges of equity interests in vessel-owning subsidiaries, with efforts to add vessel mortgages.
  • 5A financial covenant requires maintaining a collateral coverage ratio of at least 2.50:1.00.
  • 6Affiliates of directors Eyal Ofer and Arne Alexander Wilhelmsen participated in the loan ($100 million each).

Frequently Asked Questions

The loan was taken out to bolster the company's liquidity and provide financial flexibility for working capital and general corporate purposes. Given the unprecedented challenges facing the cruise industry in March 2020, this financing aimed to ensure the company could navigate the uncertain environment.

The loan is a 364-day senior secured term loan of $2.2 billion, with an option to extend for an additional 364 days. Interest accrues at LIBOR plus a margin that increases over time (2.25%, 2.50%, 2.75%). A duration fee of 0.25% is payable every 60 days.

The loan is secured by a pledge of the company's trademarks and 100% of the equity interests of certain wholly-owned vessel-owning subsidiaries. The company is also making commercially reasonable efforts to deliver a mortgage on these vessels.

Yes, the loan agreement includes a key financial covenant requiring RCL to maintain a collateral coverage ratio of not less than 2.50:1.00 at the end of each fiscal quarter. Additionally, there are negative covenants restricting subsidiary debt, asset sales, investments, and restricted payments, among other things.