main8k20150615.htm
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): June 15, 2015
 
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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01.   Entry into a Material Definitive Agreement
 
On June 15, 2015, we entered into an agreement to amend and restate our current $1.1 billion unsecured revolving credit facility. The amendment extends the termination date until June 2020.  Under the amended facility, advances currently bear interest at LIBOR plus a margin of 1.5%.  In addition, we are subject to a facility fee currently equal to 0.25% per annum of the total commitments.   Under the amended facility, we have the ability to increase the capacity of the facility by an additional $300 million from time to time subject to the receipt of additional or increased lender commitments.
 
The amended facility contains conditions, covenants, representations and warranties and events of default (with customary grace periods, as applicable) substantially similar to the conditions, covenants, representations and warranties and events of default that existed prior to the amendment, including financial covenants that require us to, among other things, maintain a minimum net worth and a fixed charge coverage ratio as well as limit our net debt-to-capital ratio.
 
Certain of the lenders participating in the amended facility, 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 amended facility is summary in nature and is qualified in its entirety by reference to the full and complete terms of the credit agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
 
Item 2.03.   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 Form 8-K and is incorporated herein by reference.
 
Item 9.01.   Financial Statements and Exhibits
         
    (d) Exhibits
         
      10.1 Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2015, among the Company, the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties. 
     

 
 
 
 
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:
 June 19, 2015
By:
/s/ Bradley H. Stein
     
Name:
Bradley H. Stein
     
Title:
Senior Vice President and General Counsel