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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): January 12, 2023

 

 

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 1.01 Entry into a Material Definitive Agreement

 

On January 12, 2023, Royal Caribbean Cruises Ltd. (the “Company,” “our” and “we”) entered into amendments (collectively, the “Amendments”) to our $1.9 billion unsecured revolving credit facility and our $1.1 billion unsecured revolving credit facility each due April 2024 (collectively, the “Revolving Credit Facilities”).

 

These Amendments, among other things, extend the maturity date or termination date, as applicable, of $2.3 billion in aggregate of advances and commitments held by consenting lenders under the Revolving Credit Facilities by twelve months to April 2025. The balance of the advances and commitments will continue to mature or terminate, as applicable, in April 2024.

 

Following the Amendments, JPMorgan Chase Bank, N.A. will serve as the administrative agent for each Revolving Credit Facility. Certain of the lenders participating in the Revolving 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.

 

A copy of the Company’s press release announcing the entry into the Amendments is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1 – Press release dated January 12, 2023

 

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: January 12, 2023 By: /s/ Naftali Holtz
  Name: Naftali Holtz
  Tittle:   Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

Royal Caribbean Group announces amendment and extension of revolving credit facilities

  

MIAMI – January 12, 2023 – Royal Caribbean Group (NYSE: RCL) (the “Company”) today announced that it has successfully amended and extended the majority of its two unsecured revolving credit facilities. The amendment has extended the maturities of $2.3 billion of the $3.0 billion aggregate revolving capacity by one year to April 2025, with the remainder maturing in April 2024.

 

“The successful extension of our credit facilities is a testament to our strong relationship with key lenders and their confidence in the Royal Caribbean Group,” said Naftali Holtz, chief financial officer. “Our liquidity position remains strong and strengthening driven by our strong booked position, and delivering positive EBITDA cash flow generation,” added Holtz. “This extension, coupled with the repayment of $0.6 billion of debt in the fourth quarter of 2022, is a continuation of our proactive and methodic improvement of the balance sheet as we seek to return to an investment grade profile balance sheet.”

 

 

 

 

About Royal Caribbean Group

 

Royal Caribbean Group (NYSE: RCL) is one of the leading cruise companies in the world with a global fleet of 64 ships traveling to approximately 1,000 destinations around the world. Royal Caribbean Group is the owner and operator of three award winning cruise brands: Royal Caribbean International, Celebrity Cruises, and Silversea Cruises and it is also a 50% owner of a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises. Together, the brands have an additional 10 ships on order as of December 31, 2022.

 

Forward-Looking Statements

 

Certain statements in this press release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the company’s expectations of the effectiveness of the actions being taken to improve and address the company’s liquidity needs. Forward-looking statements reflect management’s current expectations and are subject to risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Factors that could affect our results include, among others, those discussed under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q, as well as our other filings with the SEC, copies of which may be obtained by visiting our Investor Relations website at www.rclinvestor.com or the SEC’s website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Investor Relations contact: Michael McCarthy

Email: [email protected]

 

Media contact: Jonathon Fishman

Email: [email protected]

  

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