MIAMI, Aug. 11, 2021 /PRNewswire/ -- Royal Caribbean
Group (NYSE: RCL) (the "Company") today announced that it has
priced its private offering of $1.0
billion aggregate principal amount of 5.500% senior
unsecured notes due 2026 (the "Notes"). The Notes will mature on
August 31, 2026. The Notes are
expected to be issued on or around August
19, 2021, subject to customary closing conditions.
The Company intends to use the proceeds from the sale of the
Notes for general corporate purposes, including the replenishment
of capital as a result of the up to 40% redemption of its 11.500%
Senior Secured Notes Due 2025 and the refinancing of future debt
maturities.
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 regulation and litigation 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 U.S. and 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 June 30, 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 60 ships
with an additional 13 on order as of June
30, 2021. Learn more at www.royalcaribbeangroup.com or
www.rclinvestor.com.
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SOURCE Royal Caribbean Group