MIAMI, August 1, 2022 /PRNewswire/ — Royal Caribbean Group (NYSE: RCL) (the “Company”) announced today that it has launched a private offering of convertible senior notes to be issued by the Company due 2025 (the “Company”). Convertible Notes”) in a set principal amount of up to $900 million. In addition, the Company intends to grant the initial purchasers an option to purchase up to a $135 million principal amount of convertible notes.
“The purpose of the offering is to replace certain of the existing short-term convertible bond maturities with new, longer-term convertible bonds on a non-dilutive basis for shareholders, as described below,” said Naftali HoltzChief Financial Officer of Royal Caribbean Group.
The Company intends to use the proceeds from the sale of the Convertible Notes to redeem a portion of its 2.875% Convertible Senior Notes due November 15, 2023 and 4.25% Convertible Senior Notes June 15, 2023 (the “Existing Convertible Bonds”) (including to pay the fees and expenses of such redemptions) through open market purchases, privately negotiated transactions, takeover bids or otherwise. The Company intends to withdraw the Existing Convertible Bonds so purchased.
“The proposed transaction proactively addresses the near-term maturity of our existing convertible notes,” Holtz said. “With the proceeds of this offering, our intention is to opportunistically repurchase the existing convertible notes, and we have the ability to settle the remaining notes in cash to meet our convertible debt maturities in a manner that is net neutral. for our outstanding shares and share equivalents.”
The Convertible Notes will be convertible at the option of the holder in certain circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, at its option, as the case may be, cash, common stock or a combination of cash and common stock.
Convertible Notes are being offered only to persons reasonably considered to be qualified institutional purchasers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Convertible Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in United States failure to register or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy Convertible Bonds or any other securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer , solicitation or sale would be unlawful. This press release is issued pursuant to Rule 135c of the Securities Act.
Caution Regarding Forward-Looking Statements
Certain statements in this press release relating to, among other things, our estimates, forecasts and projections of future performance constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to: statements regarding revenues, costs and financial results for 2022 and beyond. Words such as “anticipate”, “believe”, “could”, “lead”, “estimate”, “expect”, “goal”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “shall”, “should”, “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 any future results, performance or achievements expressed or implied in these forward-looking statements. Examples of such risks, uncertainties and other factors include, but are not limited to, the following: the impact of the global incidence and continued spread of COVID-19, which has had and will continue to have a negative impact f material to our business, liquidity and results of operations, or other contagious diseases to economic conditions and the travel industry generally and the financial condition and results of operations of our Company specifically, such that: governmental and self-imposed travel restrictions and customer cancellations; our ability to obtain sufficient financing, capital or revenues to meet cash requirements, capital expenditures, debt repayments and other financing needs; the effectiveness of measures we have taken to improve and meet our liquidity needs; the impact of the economic and geopolitical environment on key aspects of our business, including the conflict between Ukraine and Russia, such as cruise demand, passenger spending and operating costs; incidents or negative publicity regarding our ships, port facilities, land destinations and/or passengers or the cruise industry generally; concerns regarding the safety, health and safety of guests and crew; our COVID-19 protocols and any other health protocols we may develop in response to infectious diseases may be costly and less effective than expected in reducing the risk of infection and the spread of such diseases on our cruise ships; further impairments of our goodwill, long-lived assets, equity investments and notes receivable; an inability to find our crew or provisions and supplies from certain locations; increased concerns about the risk of illness on our ships or when traveling to or from our ships, which reduces demand; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in US foreign travel policy; uncertainties associated with conducting business internationally and expanding into new markets and new businesses; 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 agreements governing our indebtedness that limit our flexibility in operating our business; the impact of foreign exchange rates, the impact of rising interest rates and fuel prices; settlement of conversions of our convertible notes, if any, into common stock or a combination of cash and 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 in the near future; competition in the vacation industry and changes in industry capacity and overcapacity; the risks and costs of cybersecurity attacks, data breaches, protecting our systems, and maintaining the integrity and security of our business information, and the personal data of our guests, employees, and others ; the impact of new or changing laws and regulations or governmental orders on our business; pending or impending litigation, investigations and enforcement actions; the effects of weather, natural disasters and seasonality on our business; the impact of problems at shipyards, including ship delivery delays, ship cancellations or increases in ship construction costs; unavailability of the shipyard; the unavailability or cost of air service; and the uncertainties of a foreign legal system because we are not incorporated into United States.
In addition, many of these risks and uncertainties are currently exacerbated by, and will continue to be exacerbated by, or may be exacerbated in the future by, the COVID-19 pandemic. It is not possible to predict or identify all of these 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 contained in this press release, which are based on information available to us as of 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 world’s leading cruise lines with a global fleet of 64 ships traveling to approximately 1,000 destinations worldwide. Royal Caribbean Group owns and operates three award-winning cruise brands: Royal Caribbean International, Celebrity Cruises and Silversea Cruises and also owns 50% of a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises. Together, the brands have 10 additional ships on order from June 30, 2022. Learn more about www.royalcaribbeangroup.com Where www.rcinvestor.com.
SOURCE Royal Caribbean Group