Item 8.01 Other Events.
Senior Secured Notes Offering
On
May 13, 2020, the Company issued a press release announcing that the Company has commenced a private offering of senior
secured notes to be issued by the Company in separate series of notes due 2023 and 2025 (together, the “Notes”). A
copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The
Company expects to use the net proceeds from the offering of the Notes to repay our $2.35 billion 364-day senior secured
term loan agreement with Morgan Stanley Senior Funding, Inc., as the administrative agent and collateral agent and the other lenders
party thereto that we entered into on March 23, 2020. The Company expects to use the remainder of such net proceeds for general
corporate purposes, which may include repayment of additional indebtedness.
The
Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act, as amended (the “Securities Act”), and outside the United States, only to certain non-U.S.
investors pursuant to Regulation S under the Securities Act. 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
Current Report on Form 8–K shall not constitute an offer to sell or a solicitation of an offer to buy shares of common stock,
the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which
such an offer, solicitation or sale would be unlawful.
Cautionary Statement Concerning
Forward-Looking Statements
Certain statements
in this Current Report on Form 8-K 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, 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; 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.
More information about
factors that could affect our operating results is included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K,
a copy of which may be obtained by visiting our Investor Relations website at www.rclinvestor.com or the SEC’s website at
www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K, 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.