ROYAL CARIBBEAN CRUISES LTD. (NYSE:RCL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June29, 2018, Royal Caribbean Cruises Ltd. (“RCL”) entered into a 364-day unsecured term loan agreement (the “Loan Agreement”). The proceeds of the Loan Agreement will be used by RCL to finance a portion of the purchase price related to its previously announced acquisition of 66.67% of the outstanding share capital of Silversea Cruise Holding Ltd. (the “Acquisition”) and to pay related fees and expenses.
The Loan Agreement makes available to RCL on any single business day an aggregate principal amount not to exceed $700 million in the form of term loans denominated in US dollars. The interest rate applicable to such term loans will range from a rate equal to LIBOR plus a margin of 0.90% to 1.50% per annum or a base rate plus a margin of 0.00% to 0.50% per annum, depending on RCL’s senior debt rating. After a 60-day grace period, and until the commitments of the lenders have terminated, RCL will pay to the lenders a ticking fee equal to a percentage ranging from 0.08% to 0.20% per annum, depending on RCL’s senior debt rating, on account of the aggregate outstanding commitments of the lenders under the Loan Agreement. The commitments of the lenders to make advances will terminate on the earlier of the date of funding and November15, 2018. The obligations of the lenders to fund any borrowing became effective on July2, 2018, and the advances will mature 364 days thereafter.
Subject to changes customary for transactions of this nature, the Loan Agreement contains conditions, covenants, representations and warranties, and events of default substantially similar to the conditions, covenants, representations and warranties, and events of default found in RCL’s existing revolving credit facilities, including financial covenants that require RCL to, among other things, maintain a fixed charge coverage ratio as well as limit its net debt-to-capital ratio. The Loan Agreement requires that RCL prepay the outstanding principal amount of any advances (a)in the event the Acquisition is not consummated within 10 business days after the date of funding and (b)with 50% of the net cash proceeds of debt for borrowed money (subject to certain exceptions).
Certain of the lenders participating in the term loan facility, and affiliates of those lenders, provide credit and other financial services to RCL 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 Loan Agreement is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Loan Agreement, a copy of which is filed herewith as Exhibit10.1 and incorporated herein by reference.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this item is included in Item 1.01 of this Current Report on Form8-K and is incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit10.1 – Loan Agreement, dated as of June29, 2018, Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent and Bank of America, N.A., Citigroup Global Markets Limited, Goldman Sachs Bank USA and Morgan Stanley Senior Funding,Inc. as Co-Syndication Agents