Royal Caribbean Cruises Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 12, 2024, Royal Caribbean Cruises Ltd. (the “Company”) completed its previously announced private offering of $2.0 billion aggregate principal amount of 6.000% Senior Notes due 2033 (the “Notes”). The Company received net proceeds from the offering of approximately $1.98 billion (after deducting fees, commissions and expenses), which it intends to use, together with borrowings under its revolving credit facilities, to redeem (i) all of the outstanding $1.0 billion aggregate principal amount of its 9.250% Senior Notes due 2029 and (ii) all of the outstanding $1.0 billion aggregate principal amount of its 8.250% Senior Secured Notes due 2029 (including, in each case, to pay fees and expenses in connection with such redemption), in each case, on August 13, 2024.
The Notes were issued by the Company pursuant to an indenture, dated August 12, 2024 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
Interest on the Notes accrues from August 12, 2024 at a rate of 6.000% per annum, and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2025. The Notes will mature on February 1, 2033, unless earlier redeemed or repurchased.
The Company may, at its option, redeem, at any time and from time to time prior to August 1, 2027, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a “make-whole premium” described in the Indenture. On or after August 1, 2027, the Company may, at its option, redeem, at any time and from time to time, some or all of the Notes at the applicable redemption prices set forth in the Indenture. In addition, at any time and from time to time prior to August 1, 2027, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with the proceeds from certain equity offerings at the redemption price set forth in the Indenture. The Company may also redeem all, but not part, of the Notes upon the occurrence of specified tax events set forth in the Indenture.
The Indenture contains covenants that limit the ability of the Company and/or certain of its restricted subsidiaries to, among other things: (i) create or assume certain liens; (ii) enter into sale and leaseback transactions; and (iii) consolidate, merge or transfer all or substantially all of the Company’s assets. In addition, upon the occurrence of specified change of control triggering events, the Company may be required to offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Indenture also contains customary events of default.
The Notes were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered within the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States only to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Notes. Copies of the Indenture and the Notes are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
| Item 8.01 | Other Events. |
On August 12, 2024, the Company issued a press release announcing the completion of a private offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of August 12, 2024, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 4.2 | Form of 6.000% Senior Notes due 2033 (included in Exhibit 4.1). | |
| 99.1 | Press Release, dated August 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROYAL CARIBBEAN CRUISES LTD. | ||
| Date: August 12, 2024 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |