MIAMI, Aug. 20,
2024 /PRNewswire/ -- Royal Caribbean Cruises
Ltd. (NYSE: RCL) (the "Company") today announced the completion of
its previously announced privately negotiated exchange transactions
(the "Exchange Transactions") with a limited number of holders (the
"Holders") of its 6.000% Convertible Senior Notes due 2025 (the
"2025 Notes"). In the Exchange Transactions, the Holders exchanged
approximately $827 million in
aggregate principal amount of the 2025 Notes for an aggregate of
approximately 11.4 million shares (the "Shares") of the Company's
common stock and approximately $827
million in cash, representing the par value of the 2025
Notes exchanged, plus accrued and unpaid interest thereon (together
with the Shares, the "Exchange Consideration"). The Company funded
the cash portion of the Exchange Consideration with borrowings
under its revolving credit facilities.
The 2025 Notes exchanged by the Holders were immediately
cancelled at the close of the Exchange Transactions. Immediately
following the completion of the Exchange Transactions,
approximately $323 million in
aggregate principal amount of the 2025 Notes remain
outstanding.
"We continue to proactively and methodically strengthen the
balance sheet through debt paydowns and opportunistic
refinancings." said Naftali Holtz,
Chief Financial Officer of Royal Caribbean Group. "The private
exchange of notes allows us to address a 2025 debt maturity, while
also reducing our outstanding shares and share equivalents on a
fully diluted basis by 5.1 million shares. This transaction is not
expected to have a material impact to 2024 adjusted earnings per
share given the timing of weighted average shares outstanding on a
fully diluted basis."
Perella Weinberg Partners LP, J. Wood Capital Advisors
LLC, and Truist Securities, Inc. served as advisors on this
transaction.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein 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.
Special Note Regarding Forward-Looking Statements
Certain statements in this press release relating to, among
other things, the expected impact of the Exchange Transactions and
of future transactions constitute forward-looking statements under
the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited, to: statements regarding
debt paydowns and refinancings. Words such as "anticipate,"
"believe," "considering," "could," "driving," "estimate," "expect,"
"goal," "intend," "may," "plan," "project," "seek," "should,"
"will," "would" and similar expressions are intended to help
identify forward-looking statements. Forward-looking statements
reflect management's current expectations, but they are based on
judgments and are inherently uncertain. Furthermore, they are
subject to risks, uncertainties and other factors that could cause
the Company's 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 the Company's business,
such as the demand for cruises, passenger spending, and operating
costs; changes in operating and financing costs; the unavailability
or cost of air service; adverse events such as terrorist attacks,
war and other similar events; disease outbreaks and an increase in
concern about the risk of illness on the Company's ships or when
traveling to or from the Company's ships, all of which could reduce
demand; incidents or adverse publicity concerning the Company's
ships, port facilities, land destinations and/or passengers or the
cruise vacation industry in general; the effects of weather,
natural disasters and seasonality on the Company's business; the
impact of issues at shipyards, including ship delivery delays, ship
cancellations or ship construction cost increases; shipyard
unavailability; vacation industry competition and changes in
industry capacity and overcapacity; unavailability of ports of
call; an inability to source the Company's crew or the Company's
provisions and supplies from certain places; the uncertainties of
conducting business internationally and expanding into new markets
and new ventures; the Company's ability to obtain sufficient
financing, capital or revenues to satisfy liquidity needs, capital
expenditures, debt repayments and other financing needs; the
Company's indebtedness, any additional indebtedness the Company may
incur and restrictions in the agreements governing the Company's
indebtedness that limit the Company's flexibility in operating its
business; changes in foreign travel policy of the United States or other countries; growing
anti-tourism sentiments and environmental concerns; concerns over
safety, health and security of guests and crew; the impact of new
or changing legislation and regulations (including environmental
regulations) or governmental orders on the Company's business;
uncertainties of a foreign legal system as the Company is not
incorporated in the United States;
the impact of foreign currency exchange rates, the impact of higher
interest rate and food and fuel prices; further impairments of the
Company's goodwill, long-lived assets, equity investments and notes
receivable; the Company's ability to recruit, develop and retain
high quality personnel; the risks and costs related to cyber
security attacks, data breaches, protecting the Company's systems
and maintaining integrity and security of the Company's business
information, as well as personal data of its guests, employees and
others; and pending or threatened litigation, investigations and
enforcement actions.
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 the Company on the date hereof. The
Company undertakes 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 a vacation industry leader
with a global fleet of 68 ships across its five brands traveling to
approximately 1,000 destinations. With a mission to deliver the
best vacations responsibly, Royal Caribbean Group serves millions
of guests each year through its portfolio of best-in-class brands,
including Royal Caribbean International, Celebrity Cruises, and
Silversea; and expanding portfolio of land-based vacation
experiences through Perfect Day at CocoCay and Royal Beach Club
collection. The company also owns 50% of a joint venture that
operates TUI Cruises and Hapag-Lloyd Cruises.
Investor Relations contact: Blake
Vanier
Email: bvanier@rccl.com
Media contact: Melissa Castro
Email: corporatecommunications@rccl.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/royal-caribbean-group-announces-completion-of-private-exchanges-with-certain-holders-of-its-6-000-convertible-senior-notes-due-2025--302226808.html
SOURCE Royal Caribbean Group