ICBC (New York Branch) reschedules — via an interest rate margin adjustment — its $46 million USD contribution to a $1.150 billion USD syndicated revolving credit facility to Royal Caribbean Cruises for refinancing and general corporate purposes

Project narrative

On August 23, 2013, a syndicate of 23 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $850,000,000.00 USD syndicated revolving credit facility (RCF) agreement with Royal Caribbean Cruises Ltd. — a Liberia-incorporated global cruise holding company and cruiser line operator based in Miami, Florida and listed on the New York Stock Exchange — for refinancing and general corporate purposes. This RCF carried a maturity period of five years, a final maturity date of August 23, 2018, and a variable interest rate of LIBOR or a base plus a margin dependent on the borrower's credit rating from S&P and Moody's, ranging from 0.750% for LIBOR and 0.000% for base rate loans if BBB+ or Baa1 or greater to 2.500% for LIBOR and 1.500% for base rate loans if lower than BB or Ba2. The borrower chose LIBOR, and the initial margin at the time of signing was 1.75% because the borrower's credit ratings were BB+ or Ba1. The RCF carried a commitment fee dependent on the borrower's senior debt ratings from S&P and Moody's, ranging from 0.1575% if BBB+ or Baa1 or above to 0.5250% if lower than BB or Ba2. The initial fee was 0.3675% because the borrower's credit ratings were BB+ or Ba1. The RCF was unsecured and under it the borrower had the ability to increase the capacity by an additional $300 million USD subject to the receipt of additional or increased lender commitments. The RCF also had a swing line and letter of credit sublimit. The RCF featured financial covenants requiring the borrower to maintain minimum net worth and a fixed charge coverage ratio and limit our net debt-to-capital ratio. The proceeds were to be used by the borrower to refinance the existing $525 million USD RCF dated November 19, 2010, which this new RCF was an amendment-and-restatement of, and for general corporate purposes, including capital expenditures and acquisition financing, of the borrower and its subsidiaries. ICBC committed $50,400,000.00 USD to the loan syndicate, as captured by Record ID#107306. As of December 31, 2013, the borrower had an outstanding balance of $295,000,000 USD under the RCF. In 2014, the borrower increased the capacity of the RCF by $300 million USD via the accordion feature, raising it to $1.150 billion USD. It is unclear whether ICBC contributed to this up-sizing, as new lenders had or soon became members of the syndicate. In December 2014, the borrower terminated its lease of the 'Brilliance of the Seas' cruise ship and then purchased the ship for for a net settlement purchase price of approximately £175.4 million GBP ($275.4 million USD); it used the proceeds of the RCF to fund the purchase. As of December 31, 2014, the borrower had an outstanding balance of $778,000,000 USD under the RCF. Then, on July 10, 2015, the lending syndicate — still including ICBC — entered into an amendment agreement with the borrower for the RCF; the margin was adjusted so that it would range from 1.000% for LIBOR debt and 0.000% for base rate debt if greater or equal to BBB+ or Baa1 to 2.000% for LIBOR debt and 1.000% for base rate debt if less than or equal to BB- or Ba3 and the commitment fee was adjusted to range from 0.125% if BBB+ or Baa1 or greater to 0.400% if lower than BB or Ba2. At the time of the commitment, the credit ratings were BB or Ba2, so the LIBOR margin was 1.700% and the base rate margin was 0.700% and the commitment fee was 0.300%. Record ID#107325 captures ICBC's contribution to the debt rescheduling. As of December 31, 2015, the borrower had an outstanding balance of $895,000,000 USD under the RCF. In 2016, the borrower drew down on its RCFs, apparently including the 2015 RCF, to finance the purchase of the 'Anthem of the Seas' cruise ship. As of December 31, 2016, the borrower had an outstanding balance of $805,000,000 USD under the RCF. Then, on October 12, 2017, a syndicate of 24 banks — including the New York Branch of ICBC — entered into a $1,150,000,000.00 USD syndicated RCF agreement with Royal Caribbean Cruises Ltd. for refinancing and general corporate purposes. This RCF carried a maturity period of five years, a final maturity date of October 12, 2022, and a variable interest rate of LIBOR or a base plus a margin dependent on the borrower's credit rating from S&P and Moody's, ranging from 1.000% for LIBOR and 0.000% for base rate loans if BBB+ or Baa1 or greater to 1.700% for LIBOR and 0.700% for base rate loans if lower than BB or Ba2. The borrower chose LIBOR, and the initial margin at the time of signing was 1.175% because the borrower's credit ratings were BBB- or Baa3. The RCF carried a commitment fee dependent on the borrower's senior debt ratings from S&P and Moody's, ranging from 0.125% if BBB+ or Baa1 or above to 0.300% if lower than BB or Ba2. The initial fee was 0.200% because the borrower's credit ratings were BBB- or Baa3. The RCF was unsecured and under it the borrower had the ability to increase the capacity by an additional $500 million USD subject to the receipt of additional or increased lender commitments. This RCF featured financial covenants requiring the borrower to maintain a fixed charge coverage ratio and limit its net debt-to-capital ratio. ICBC committed $46,000,000.00 USD to the loan syndicate, as captured by Record ID#107326. In addition to ICBC, the following lenders contributed the respective amounts to the RCF: Citibank, N.A. ($70,750,000.00), the New York Branch of Nordea Bank AB (publ) ($70,750,000.00), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($70,750,000.00), DNB Capital LLC ($70,750,000.00), Fifth Third Bank ($70,750,000.00), HSBC Bank USA, N.A. ($70,750,000.00), Bank of America, N.A. ($70,750,000.00), Mizuho Bank, Ltd. ($70,750,000.00), SunTrust Bank ($70,750,000.00), The Bank of Nova Scotia (Scotiabank) ($70,750,000.00), BNP Paribas S.A. ($46,000,000.00), JPMorgan Chase Bank, N.A. ($46,000,000.00), Skandinaviska Enskilda Banken AB (publ) (SEB) ($46,000,000.00), Sumitomo Mitsui Banking Corporation (SMBC) ($46,000,000.00), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($30,500,000.00), Société Générale S.A. (SocGen) ($30,500,000.00), Banco Santander, S.A. ($30,500,000.00), U.S. Bank N.A. ($30,500,000.00), Wells Fargo Bank, N.A. ($30,500,000.00), Goldman Sachs Bank USA ($15,000,000.00), the New York Branch of Landesbank Hessen-Thüringen Girozentrale (Helaba) ($15,000,000.00), Morgan Stanley Bank, N.A. ($15,000,000.00), and PNC Bank, National Association ($15,000,000.00). Nordea Bank AB also committed $150,000,000.00 USD to the swing line sublimit and $175,000,000.00 USD to the letter of credit sublimit. The New York Branch of Nordea Bank AB (publ) served as administrative agent. Citigroup Global Markets Limited, the New York Branch of Nordea Bank AB, BBVA Securities Inc., DNB Markets, Inc., Fifth Third Bank, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., SunTrust Robinson Humphrey, Inc., and Scotiabank served as joint lead arrangers and joint bookrunners. Citigroup Global Markets and the New York Branch of Nordea Bank AB served as syndication agents. BBVA Securities, the New York Branch of DNB Bank ASA, Fifth Third Bank, HSBC Securities (USA), Bank of America, N.A., Mizuho Bank, SunTrust Bank, Scotiabank, BNP Paribas, the New York Branch of ICBC, JPMorgan Chase Bank, N.A., SEB, and SMBC served as documentation agents. The proceeds were to be used by the borrower to refinance the existing $1.15 billion USD RCF dated August 23, 2013 (originally $850 million USD but up-sized by $300 million USD), which this new RCF was an amendment-and-restatement of, and for general corporate purposes, including capital expenditures and acquisition financing, of the borrower and its subsidiaries. As of December 31, 2017, the borrower had an outstanding balance of $280,000,000 USD under the RCF. On July 31, 2018, Royal Caribbean acquired a 66.7% stake in Monaco-based Silversea Cruises; to partly finance this transaction alongside other debt, it used its RCFs (of which it had two, so it seemingly included the $1.15 billion USD RCF). Then, on May 24, 2019, the 24-bank lending syndicate — unchanged and still including ICBC — entered into an amendment agreement with the borrower for the RCF; the margin was adjusted so that it would range from 0.795% for LIBOR debt and 0.000% for base rate debt if greater or equal to A- or A3 to 1.300% for LIBOR debt and 0.300% for base rate debt if less than or equal to BB+ or Ba1 and the commitment fee was adjusted to range from 0.080% if A- or A3 or greater to 0.200% if lower than BB+ or Ba1. At the time of the commitment, the credit ratings were BBB or Baa2, so the LIBOR margin was 1.00% and the base rate margin was 0.000% and the commitment fee was 0.125%. Record ID#107327 captures ICBC's contribution to the debt rescheduling. On July 28, 2020, the lending syndicated entered into an amendment with the borrower; in the amendment, the lenders waived the quarterly-tested fixed charge coverage and net debt to capitalization covenants through and including the fourth quarter of 2021 and increased the monthly-tested minimum liquidity covenant for the duration of the extended waiver period. As of December 31, 2020, the RCF was fully utilized through drawn amount and letters of credit issued. Then, on March 30, 2021, the 25-bank lending syndicate — still including ICBC — entered into an amendment agreement with the borrower for the RCF; the maturity of a portion of the lenders' commitments was extended by 18 months (1.5 years) — for a new maturity period of 6.5 years — to its new final maturity date of April 12, 2024 and the margin was adjusted so that it would range from 0.795% for LIBOR debt and 0.000% for base rate debt if greater or equal to A- or A3 to 1.300% for LIBOR debt and 0.300% for debt base rate for non-extended advances if less than or equal to BB+ or Ba1, but extended advances carried a margin of 1.700% for LIBOR debt and 0.700% for base rate debt. The commitment fee was adjusted to range from 0.080% if A- or A3 or greater to 0.200% for non-extended advances, but 0.300% for extended advances if lower than BB+ or Ba1. Lenders that consented received a prepayment and commitment reduction equal to 20% of their respective outstanding advances and commitments, and thus the RCF had a capacity of $1,272,450,000 USD with $162,250,000 USD terminating in October 2022 and $1,110,200,000 USD terminating in April 2024 USD. The borrower repaid $9,120,025.80 USD of the principal of ICBC's commitment, which was then reduced to $36,800,000.00 USD (of which $32,487,716.13 USD was outstanding as of the RCF). Record ID#107328 captures ICBC's contribution to the debt rescheduling. In addition to ICBC, the following lenders' had their commitments reduced as such: Citibank, N.A. ($136,600,000.00 USD), Nordea Bank Abp, filial i Norge ($56,600,000.00 USD), DNB Capital LLC ($56,600,000.00 USD), Fifth Third Bank ($56,600,000.00 USD), HSBC Bank USA, N.A. ($56,600,000.00 USD), Bank of America ($56,600,000.00 USD), Mizuho Bank, Ltd. ($56,600,000.00 USD), Truist ($56,600,000.00 USD), Scotiabank ($56,600,000.00 USD), BNP Paribas ($36,800,000.00 USD), JPMorgan Chase Bank ($116,800,000.00 USD), SEB ($36,800,000.00 USD), SMBC ($36,800,000.00 USD), SocGen ($24,400,000.00 USD), Banco Santander ($24,400,000.00 USD), Goldman Sachs Bank USA ($92,000,000.00 USD), the New York Branch of Helaba ($12,000,000.00 USD), Morgan Stanley Senior Funding Inc. ($80,000,000.00 USD), Morgan Stanley Bank, N.A. ($12,000,000.00 USD), and PNC Bank ($12,000,000.00 USD). Morgan Stanley & Co. International plc's $70,750,000.00 USD, MUFG Bank's $30,500,000.00 USD, U.S. Bank's $30,500,000.00 USD, and Wells Fargo Bank's $30,500,000.00 USD commitments were not extended and retained the original maturity and interest. On January 12, 2023, the lending syndicate entered into an amendment agreement with the borrower for the $1,110,200,000 USD RCF; in the amendment, the maturity period of a portion of the debt (an aggregate of $2.3 billion USD between the $1.1 billion USD RCF and the borrower's $1.9 billion USD RCF was affected) was extended by one year — for a new maturity of 7.5 years — to its new final maturity date of April 2025, while the remainder debt would still mature in April 2024. Additionally, JPMorgan Chase Bank began the new administrative agent. Record ID#107329 captures ICBC's contribution to the debt rescheduling. Then, on October 4, 2023, a syndicate of banks — not including ICBC — entered into a $1,574,680,000.00 USD syndicated RCF agreement with the borrower that refinanced the existing RCF.