MIAMI, Feb. 8, 2023
/PRNewswire/ -- Royal Caribbean Cruises Ltd. (NYSE: RCL) (the
"Company") today announced that it has commenced a private offering
of $700 million aggregate principal
amount of senior guaranteed notes due 2030 (the "Notes"). The
Company intends to use the proceeds from the sale of the Notes to
repay principal payments on debt maturing in 2023 and/or 2024.
The Notes will be guaranteed on a senior unsecured basis by RCI
Holdings LLC, which owns 100% of the equity interests of certain of
the Company's wholly-owned vessel-owning subsidiaries.
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.
Special Note Regarding Forward-Looking Statements
Certain statements in this press release relating to, among
other things, the offering and sale of the Notes constitute
forward-looking statements under the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited,
to: statements regarding terms of the offering of the Notes and the
intended use of proceeds. 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 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 governmental and
self-imposed travel restrictions and guest cancellations; 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; concerns over safety, health
and security of guests and crew; 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; an increase in concern about the risk
of illness on our ships or when travelling 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. 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; the impact of
foreign currency exchange rates, the impact of higher interest rate
and food and fuel prices; 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
(including environmental regulations and tax regulations, such as
the adoption by the member states of the European Union of model
rules seeking to impose a 15% global minimum tax) 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; 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; and
uncertainties of a foreign legal system as we are not incorporated
in the United States.
Forward-looking statements should not be relied upon as
predictions of actual results. Undue reliance should not be placed
on the forward-looking statements in this 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
(NYSE: RCL) is one of the leading cruise companies in the world
with a global fleet of 64 ships traveling to approximately 1,000
destinations around the world. Royal Caribbean Group is the owner
and operator of three award winning cruise brands: Royal Caribbean
International, Celebrity Cruises, and Silversea Cruises and it is
also a 50% owner of a joint venture that operates TUI Cruises and
Hapag-Lloyd Cruises. Together, the brands have an additional 10
ships on order as of December 31,
2022.
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SOURCE Royal Caribbean Group