ROYAL CARIBBEAN CRUISES LTD: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (Form 8-K )

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Section 1.01 Entering into a Material Definitive Agreement.

On October 6, 2022, Royal Caribbean Cruises Ltd. (the “Company”) completed its previously announced competing private offerings of $1.0 billion aggregate principal amount of the 9.250% Senior Secured Notes due 2029 (the “Senior Secured Notes”) and $1.0 billion aggregate principal amount of 8.250% Senior Secured Notes due 2029 (the “Senior Secured Notes” and, together with the Senior Secured Notes, the “Notes”). The Company received combined net proceeds from the offerings of approximately $1.984 billion (net of fees, commissions and expenses), which it uses, together with cash, to fund the redemption (including associated fees and expenses) of all of its 9.125% Senior Secured Notes due 2023 and its 10.875% Senior Secured Notes Notes due 2023, each in an aggregate principal amount of $1.0 billion
(collectively, the “Refunded Tickets”).

The Senior Secured Notes were issued by the Company pursuant to an indenture dated October 6, 2022 (the “Senior Guaranteed Indenture”), between the Company,
RCI Holdings LLCa direct wholly-owned subsidiary of the Company (“ROI Management“), and Bank of New York Mellon Trust Company, NA, as trustee. The Senior Secured Notes were issued by the Company pursuant to an indenture dated
October 6, 2022 (the “First Rank Guarantee Deed” and, together with the First Rank Guarantee Deed, the “Trust Deeds”), between the Company, the guarantors named therein, and Bank of New York Mellon Trust Company, NAas trustee and security guard.

Interest on the notes accrues from October 6, 2022 and will be payable semi-annually in arrears on January 15 and July 15th of each year, from
July 15, 2023, at the rate of 9.250% per annum, in the case of Senior Guaranteed Notes, and 8.250% per annum, in the case of Senior Secured Notes. Each series of Notes will mature on January 15, 2029unless they are refunded or redeemed earlier.

The Senior Secured Notes will be fully and unconditionally secured on a senior unsecured basis by ROI Managementwhich holds 100% of the interests in the subsidiaries of the Company which own the following vessels: Symphony of the Seas, Oasis of the Seas, Harmony of the Seas, Spectrum of the Seas, Quantum of the Seas, Ovation of the Seas and Anthem des Seas.

The Senior Secured Notes will be fully and unconditionally secured on a senior secured basis by Celebrity Cruises Holdings Inc., Celebrity Cruises Inc.
and certain of the Company’s wholly-owned vessel-owning subsidiaries. The senior secured notes and related guarantees will be secured by first ranking security interests in the collateral (which generally includes certain material intellectual property of the Company, including rights to certain marketing databases, customer data and lists customers of the Company, a pledge of 100% of the interests of certain of the vessel-owning subsidiaries wholly owned by the Company, the guarantee account established in connection with the Company’s 11.500% senior secured notes maturing in 2025 (the “2025 Secured Notes”), mortgages on each of the 26 vessels owned by such subsidiaries and an assignment of insurance and income with respect to such vessels, subject to permitted liens and certain exclusions and provisions of release). Pursuant to the terms of the Senior Secured Indenture, the obligations under the Senior Secured Notes and the related security will be secured by the Guarantee in an amount not to exceed the difference between $1.662 billion minus the amounts payable in respect of the 2025 Senior Secured Notes (provided that in no event shall the amount of the obligations in respect of the Senior Secured Notes and associated guarantees secured by the pledge exceed $270 million).

The Company may, at its option, redeem, at any time and from time to time before April 1, 2025, part or all of each series of Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, up to the date of redemption, but at exclusion thereof, plus a “compensation premium” described in the applicable Deed. During the twelve month periods beginning on April 1, 2025, April 1, 2026 and April 1, 2027 and thereafter, the Company may, at its option, redeem, at any time and from time to time, some or all of each series of Notes at the redemption prices specified in the applicable Trust Indenture, increased, in each case, accrued and unpaid interest, if up to, but excluding the date of redemption. Further, at any time and from time to time before April 1, 2025, the Company may, at its option, redeem up to 40% of the aggregate principal amount of each series of Notes with the proceeds of certain issues of shares at the redemption prices specified in the applicable trust indenture. The Company may also redeem all, but not part, of each series of Bonds upon the occurrence of specified tax events set out in the applicable Deed.


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The indentures contain covenants that limit the ability of the Company and/or certain of its subsidiaries to, among other things: (i) incur or guarantee certain additional indebtedness; (ii) complete certain asset sales; (iii) create or assume certain privileges; and (iv) consolidate, merge or transfer all or substantially all of their assets. In addition, upon the occurrence of specified Change of Control Triggering Events, the Company may be required to offer to redeem the Notes at a redemption price equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if applicable, at, but excluding the date of redemption. Trust indentures also contain customary events of default.

The Notes and related collateral were offered and sold pursuant to a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees were offered in United States only to persons reasonably considered to be qualified institutional buyers pursuant to Rule 144A under and outside securities law United States only to non-US investors pursuant to Regulation S of the Securities Act. The Notes and related collateral have not been registered under the securities law or the securities laws of any other jurisdiction. Unless so registered, the Securities and associated collateral may not be offered or sold in United States except pursuant to an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.

The Indentures (which include the applicable form of the Notes) are filed as Schedules 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the material terms of the Trust Indentures and the Notes are qualified in their entirety by reference thereto.

Perella Weinberg Partners acted as the Company’s independent financial advisor in connection with this transaction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.



The information set out in point 1.01 above is incorporated into this point 2.03 by reference.


 Item 8.01 Other Events.




On October 6, 2022, the Company has issued a press release announcing the completion of the concurrent private offerings of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial statements and supporting documents.



(d)   Exhibits



     Exhibit 4.1        Indenture, dated October 6, 2022, among the Company, RCI Holdings
                      and The Bank of New York Mellon Trust Company, N.A., as trustee.

     Exhibit 4.2        Indenture, dated October 6, 2022, among the Company, the
                      guarantors named therein and The Bank of New York Mellon Trust
                      Company, N.A., as trustee and security agent.

     Exhibit 99.1       Press Release dated October 6, 2022.

   Exhibit 104        Cover Page Interactive Data File (embedded within the Inline XBRL
                      document).




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