MIAMI, June 24, 2021 /PRNewswire/ -- Royal Caribbean
Group (NYSE: RCL) (the "Company") today announced that it has
closed its private offering of $650,000,000 aggregate principal amount of
4.250% senior unsecured notes due 2026 (the
"Notes"). The Notes will mature on July 1,
2026 unless earlier redeemed or repurchased.
The Notes will be issued under an Indenture, dated as of
June 24, 2021, between the Company
and The Bank of New York Mellon Trust Company, N.A., as trustee,
principal paying agent, transfer agent and registrar.
The Company expects to use the net proceeds from the offering of
the Notes to fund the redemption in full of approximately
$619.8 million aggregate principal
amount of the 7.25% senior secured notes due 2025 issued by
Silversea Cruise Finance Ltd. (including to pay call premiums,
fees, accrued interest and expenses in connection with such
redemption), and the remaining for general corporate purposes.
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 2021 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 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
adverse impact on our business, liquidity and results of
operations, 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, as well as our plan to return to service, including
our ability to conduct simulated voyages and resume sailings in
compliance with the Framework for Conditional Sailing Order issued
by the U.S. Centers for Disease Control and Prevention; the impact
of state regulations regarding proof of passenger vaccination; 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; 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; incidents or adverse publicity concerning our
ships, port facilities, land destinations and/or passengers or the
cruise vacation industry in general; our ability to accurately
estimate our monthly cash burn rate during the suspension of our
operations; concerns over safety, health and security of guests and
crew; any protocols we adopt across our fleet relating to COVID-19,
such as those recommended by the Healthy Sail Panel, may be costly
and less effective than we expect in reducing the risk of infection
and spread of COVID-19 on our cruise ships; further impairments of
our goodwill, long-lived assets, equity investments and notes
receivable; 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, any additional indebtedness we may incur and
restrictions in the agreements governing our indebtedness that
limit our flexibility in operating our business, including the
significant portion of assets that are collateral under these
agreements; the impact of foreign currency exchange rates, interest
rate and fuel price fluctuations; the settlement of conversions of
our convertible notes, if any, in shares of our common stock or a
combination of cash and shares of our common stock, which may
result in substantial dilution for our existing shareholders; our
expectation that we will not declare or pay dividends on our common
stock for the near future; vacation industry competition and
changes in industry capacity and overcapacity; the risks and costs
related to cyber security attacks, data breaches, 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; the unavailability or cost of air service;
uncertainties of a foreign legal system as we are not incorporated
in the United States; and the risk
factors set forth in the periodic reports and other documents filed
or to be filed by the Company with the Securities and Exchange
Commission, including the Company's annual report on Form 10-K for
the year ended December 31, 2020 and
quarterly report on Form 10-Q for the quarter ended March 31, 2021.
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 Group
Royal Caribbean Group is
the operating business name for Royal Caribbean Cruises Ltd. Royal
Caribbean Group is the owner and operator of three global cruise
vacation brands: Royal Caribbean International, Celebrity Cruises
and Silversea Cruises. Royal Caribbean Group is also a 50% owner of
a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises.
Together, our brands operate 59 ships with an additional 14 on
order as of March 31, 2021. Learn
more at www.royalcaribbeangroup.com or www.rclinvestor.com.
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SOURCE Royal Caribbean Group