ICBC (New York Branch) reschedules — via a one-year maturity extension — its $70.5 million USD contribution to a $1.725 billion USD syndicated revolving credit facility to Royal Caribbean Cruises for refinancing and general corporate purposes

Project narrative

On June 15, 2015, a syndicate of 32 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $1,128,000,000 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 with two one-year extension options, a final maturity date of June 15, 2020, and a variable interest rate of LIBOR or a base rate 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 2.000% for LIBOR and 1.000% for base rate loans if equal or lower than BB- or Ba3. The borrower chose LIBOR, and the initial margin at the time of signing was 1.5% 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 0.125% if BBB+ or Baa1 or above to 0.400% if lower than BB or Ba2. The initial fee was 0.250% 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 a minimum net worth and a fixed charge coverage ratio and limit its net debt-to-capital ratio. The proceeds were to be used by the borrower to refinance an existing credit facility dated July 21, 2011, which the new RCF was an amendment-and-statement of, and for general corporate purposes, including capital expenditures and acquisition financing. ICBC committed $30,000,000.00 USD to the loan syndicate, as captured by Record ID#107326. In October 2015, the borrower increased the capacity of the RCF by $300.0 million USD via the accordion feature, raising it to $1.428 billion USD. It is unclear whether ICBC contributed to this up-sizing, as new lenders had or soon became members of the syndicate. As of December 31, 2015, the borrower had an outstanding balance of $945,000,000 USD under the RCF. As of December 31, 2016, the borrower had an outstanding balance of $925,000,000 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. On December 4, 2017, a syndicate of 32 banks — including the New York Branch of ICBC — entered into a $1,428,000,000 USD syndicated RCF agreement with Royal Caribbean Cruises Ltd. for refinancing and general corporate purposes. This RCF carried a maturity period of 2.5 years, a final maturity date of June 15, 2020, and a variable interest rate of LIBOR or a base rate 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 equal or lower than BB- or Ba3. 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 0.20% because the borrower's credit ratings were BBB- or Baa3. The RCF was unsecured. The RCF also had a swing line and letter of credit sublimit. The RCF featured financial covenants requiring the borrower to maintain a fixed charge coverage ratio and limit its net debt-to-capital ratio. The proceeds were to be used for general corporate purposes, including capital expenditures and acquisition financing, and to replace (refinance) the June 15, 2015 RCF, which the new RCF was an amendment-and-restatement of. ICBC committed $75,000,000 USD to the loan syndicate, as captured by Record ID#107337. As of December 31, 2017, the borrower had an outstanding balance of $300,000,000 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 $1.428 billion USD RCF). Then, on April 5, 2019, a syndicate of 34 banks — including the New York Branch of ICBC — entered into a $1,725,000,000 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 April 5, 2024, and a variable interest rate of LIBOR or a base rate plus a margin dependent on the borrower's credit rating from S&P and Moody's, ranging from 0.795% for LIBOR and 0.000% for base rate loans if A- or A3 or greater to 1.300% for LIBOR and 0.300% for base rate loans if equal or lower than BB+ or Ba1. The borrower chose LIBOR, and the initial margin at the time of signing was 1.0% because the borrower's credit ratings were BBB or Baa2. The RCF carried a commitment fee dependent on the borrower's senior debt ratings from S&P and Moody's, ranging from 0.080% if A- or A3 or above to 0.200% if lower than BB+ or Ba1. The initial fee was 0.125% because the borrower's credit ratings were BBB or Baa2. 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 a fixed charge coverage ratio and limit its net debt-to-capital ratio. The proceeds were to be used for to pay all of the accrued fees and interest under and to replace (refinance) the 2017 RCF, which the new RCF was an amendment-and-restatement of, and for working capital and other general corporate purposes, including capital expenditures and acquisition financing. ICBC committed $70,500,000 USD to the loan syndicate, as captured by Record ID#107338. In addition to ICBC, the following lenders contributed the respective amounts to the RCF: the Bank of Nova Scotia (Scotiabank) ($88,000,000 USD), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($88,000,000 USD), Bank of America, N.A. ($88,000,000 USD), Citibank, N.A. ($88,000,000 USD), Fifth Third Bank ($88,000,000 USD), JPMorgan Chase Bank, N.A. ($88,000,000 USD), Mizuho Bank, Ltd. ($88,000,000 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($88,000,000 USD), SunTrust Bank ($88,000,000 USD), DNB Capital LLC ($53,500,000 USD), the New York Branch of Intesa Sanpaolo S.p.A. ($53,500,000 USD), PNC Bank, National Association ($53,500,000 USD), Société Générale S.A. (SocGen) ($53,500,000 USD), the New York Branch of Toronto-Dominion Bank (TD Bank) ($53,500,000 USD), the New York Branch of Banco Santander, S.A. ($40,000,000 USD), Barclays Bank PLC ($40,000,000 USD), BNP Paribas S.A. ($40,000,000 USD), Branch Banking and Trust Company (BB&T) ($40,000,000 USD), the New York Branch of Commerzbank AG ($40,000,000 USD), HSBC Bank USA, National Association ($40,000,000 USD), Morgan Stanley Bank, N.A. ($40,000,000 USD), Regions Bank ($40,000,000 USD), Standard Chartered Bank plc ($40,000,000 USD), U.S. Bank National Association ($40,000,000 USD), Wells Fargo Bank, National Association ($40,000,000 USD), the New York Branch of Bayerische Landesbank (BayernLB) ($20,000,000 USD), Capital Bank- a division of First Tennessee Bank National Association ($20,000,000 USD), CIBC Bank USA ($20,000,000 USD), the New York Branch of DZ BANK AG Deutsche Zentral-Genossenschaftsbank ($20,000,000 USD), Goldman Sachs Bank USA ($20,000,000 USD), the New York Branch of Landesbank Hessen-Thüringen Girozentrale (Helaba) ($20,000,000 USD), MUFG Bank, Ltd. ($20,000,000 USD), and the New York Branch of Chang Hwa Commercial Bank, Ltd. ($15,000,000 USD). Scotiabank served as the administrative agent. Scotiabank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BBVA Securities Inc., Citigroup Global Markets Limited, Fifth Third Bank, JPMorgan Chase Bank, Mizuho Bank, SMBC, and SunTrust Robinson Humphrey, Inc. served as joint lead arrangers and joint bookrunners. Bank of America, the New York Branch of BBVA, Citigroup Global Markets , Fifth Third Bank, JPMorgan Chase Bank, Mizuho Bank, SMBC, and SunTrust Bank served as co-syndication agents. In March 2020, the borrower increased the capacity of the RCF by $200 million USD via the accordion feature, raising it to $1.925 billion USD. It is unclear whether ICBC contributed to this up-sizing, as new lenders had or soon became members of the syndicate. 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. On January 12, 2023, the lending syndicate entered into an amendment agreement with the borrower for the $1,725,000,000 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 six 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#107339 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.