MIAMI, Feb. 8, 2023
/PRNewswire/ -- Royal Caribbean Cruises Ltd. (NYSE: RCL) (the
"Company") today announced that it has priced its private offering
of $700 million aggregate principal
amount of 7.250% Senior 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 mature on January 15,
2030. 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.
The Notes are expected to be issued on or around February 13, 2023.
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 the expected timing for the closing of the
offering 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