MIAMI, June 5, 2020 /PRNewswire/ -- Royal Caribbean
Cruises Ltd. (NYSE: RCL) (the "Company") today announced that it
has priced its concurrent private offerings of $1.0 billion aggregate principal amount of 9.125%
Senior Guaranteed Notes due 2023 (the "Senior Notes"), and
$1.0 billion aggregate principal
amount of 4.250% Convertible Senior Notes due 2023 (the
"Convertible Notes" and, collectively with the Senior Notes, the
"Notes").
The Senior Notes will mature on June 15,
2023. The Senior Notes will be fully and unconditionally
guaranteed on a senior unsecured basis by a newly formed, direct
wholly owned subsidiary of the Company that will own all the equity
interests in the Company's subsidiaries that own seven of the
Company's vessels.
The Convertible Notes will mature on June
15, 2023, unless earlier converted, redeemed pursuant to a
tax redemption or repurchased. The initial conversion rate per
$1,000 principal amount of
Convertible Notes is 13.8672 shares of common stock of the Company,
which is equivalent to an initial conversion price of approximately
$72.11 per share, subject to
adjustment in certain circumstances. The initial conversion price
represents a conversion premium of approximately 25.00% to the last
reported sale price of $57.69 per
share of the Company's common stock on The New York Stock Exchange
on June 4, 2020.
The Convertible Notes will be convertible at the holder's option
in certain circumstances. Upon conversion, the Company may satisfy
its conversion obligation by paying or delivering, at its election,
as applicable, cash, shares of its common stock or a combination of
cash and shares of its common stock. The Convertible Notes will not
be guaranteed by any of the Company's subsidiaries.
In connection with the offering of the Convertible Notes, the
Company granted certain of the initial purchasers of the
Convertible Notes a 13-day option to purchase up to an additional
$150.0 million aggregate principal
amount of the Convertible Notes. The Notes are expected to be
issued on or around June 9, 2020,
subject to customary closing conditions. The closing of each of the
Senior Notes offering and the Convertible Notes offering is not
contingent upon the closing of the other offering.
The Company expects to use the combined net proceeds from the
offerings of the Notes for general corporate purposes, which may
include the repayment of indebtedness.
Nothing contained herein shall constitute an offer to sell or
the solicitation of an offer to buy any security. The Notes
are being offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States, only to
certain non-U.S. investors pursuant to Regulation S. The
Notes will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this press release relating
to, among other things, our future performance estimates, forecasts
and projections constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to: statements regarding revenues,
costs and financial results for 2020 and beyond. Words such as
"anticipate," "believe," "could," "driving," "estimate," "expect,"
"goal," "intend," "may," "plan," "project," "seek," "should,"
"will," "would," "considering", and similar expressions are
intended to help identify forward-looking statements.
Forward-looking statements reflect management's current
expectations, are based on judgments, are inherently uncertain and
are subject to risks, uncertainties and other factors, which 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. Examples
of these risks, uncertainties and other factors include, but are
not limited to the following: the impact of the economic and
geopolitical environment on key aspects of our business, such as
the demand for cruises, passenger spending, and operating costs;
our ability to obtain sufficient financing, capital or revenues to
satisfy liquidity needs, capital expenditures, debt repayments and
other financing needs; the effectiveness of the actions we have
taken to improve and address our liquidity needs; incidents or
adverse publicity concerning our ships, port facilities, land
destinations and/or passengers or the cruise vacation industry in
general; concerns over safety, health and security of guests and
crew; the impact of the global incidence and spread of COVID-19,
which has led to the temporary suspension of our operations and has
had and will continue to have a material negative impact on our
operating results and liquidity, or other contagious illnesses on
economic conditions and the travel industry in general and the
financial position and operating results of our Company in
particular, such as: the current and potential additional
governmental and self-imposed travel restrictions, the current and
potential extension of the suspension of cruises and new additional
suspensions, guest cancellations, an inability to source our crew
or our provisions and supplies from certain places, the incurrence
of COVID-19 and other contagious diseases on our ships and an
increase in concern about the risk of illness on our ships or when
traveling to or from our ships, all of which reduces demand;
unavailability of ports of call; growing anti-tourism sentiments
and environmental concerns; changes in US foreign travel policy;
the uncertainties of conducting business internationally and
expanding into new markets and new ventures; our ability to
recruit, develop and retain high quality personnel; changes in
operating and financing costs; our indebtedness and restrictions in
the agreements governing our indebtedness that limit our
flexibility in operating our business; the impact of foreign
currency exchange rates, interest rate and fuel price fluctuations;
vacation industry competition and changes in industry capacity and
overcapacity; the risks and costs associated with protecting our
systems and maintaining integrity and security of our business
information, as well as personal data of our guests, employees and
others; the impact of new or changing legislation and regulations
or governmental orders on our business; pending or threatened
litigation, investigations and enforcement actions; the effects of
weather, natural disasters and seasonality on our business;
emergency ship repairs, including the related lost revenue; the
impact of issues at shipyards, including ship delivery delays, ship
cancellations or ship construction cost increases; shipyard
unavailability; and the unavailability or cost of air service.
In addition, many of these risks and uncertainties are currently
heightened by and will continue to be heightened by, or in the
future may be heightened by, the COVID-19 pandemic. It is not
possible to predict or identify all such risks.
Forward-looking statements should not be relied upon as a
prediction of actual results. Undue reliance should not be placed
on the forward-looking statements in this press 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.
About Royal Caribbean Cruises Ltd
Royal Caribbean
Cruises Ltd. (NYSE: RCL) is a global cruise vacation Company that
controls and operates four global brands: Royal Caribbean
International, Celebrity Cruises, Azamara and Silversea
Cruises. The Company is also a 50% joint venture owner of the
German brand TUI Cruises and a 49% shareholder of the Spanish brand
Pullmantur Cruceros. Together these brands operate a combined
total of 62 ships with an additional 16 on order as of March 31, 2020. They operate diverse
itineraries around the world that call on all seven
continents. Additional information can be found on
www.royalcaribbean.com, www.celebritycruises.com, www.azamara.com,
www.silversea.com, www.tuicruises.com, www.pullmantur.es,
www.rclcorporate.com or www.rclinvestor.com.
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SOURCE Royal Caribbean Cruises Ltd.