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 exposures (Form 8-K )

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Item 1.01 Conclusion of a Material Definitive Agreement.


5.375% Senior Notes due 2027


At January 7, 2022, Royal Caribbean Cruises Ltd. (the “Company”) has completed its previously announced offer of $ 1,000,000,000 total principal amount of the 5.375% Senior Bonds due 2027 (the “Bonds”). The Company received net proceeds from the offering of approximately $ 988.2 million, which it intends to use for the repayment of the principal of the debt maturing in 2022 (including to pay the fees and expenses related to these repayments). Pending such uses, the Company may temporarily use the proceeds to repay borrowings under its revolving credit facilities or other borrowings.

The Notes were issued by the Company under an indenture dated January 7, 2022 (the “Trust Deed”), between the Company and The Bank of New York Mellon Trust Company, NA, as trustee, principal paying agent, transfer agent and registrar.

Interest on the notes accrues from January 7, 2022 and is payable semi-annually in arrears on January 15th and July 15th of each year, from July 15, 2022, at a rate of 5.375% per year. The notes will expire on July 15, 2027 unless they are redeemed or redeemed earlier.

The Company may, at its option, redeem, at any time and from time to time before October 15, 2026 (the date that is nine months before the maturity date of the Notes) (the “Roll Call Date”), some or all of the Notes at 100% of their principal amount plus accrued and unpaid interest, on if applicable, on the redemption date plus the applicable “compensation premium” described in the trust deed. As of the Au Pair Call Date, the Notes will be redeemable, at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest and unpaid, if any, up to, but excluding, the repayment date.

In addition, the Company may redeem all, but not part, of the Bonds in the event of the occurrence of specified tax events stipulated in the Deed.

The deed provides for customary events of default (subject in some cases to the usual grace and redress periods), which include non-payment, breach of terms of the deed, defaults or acceleration of the deed. other debts and certain cases of bankruptcy and insolvency. If an event of default in respect of the Notes occurs and continues, the Trustee or holders of at least 25% of the principal amount of the Notes may declare the principal and accrued and unpaid interest, if any, due and payable. These events of default are subject to a number of important reservations, limitations and exceptions which are described in the deed.

The Notes were offered and sold under a private offering which was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Tickets were offered in United States only to persons reasonably suspected of being qualified institutional buyers under Rule 144A under the Securities Act and outside United States only to non-US investors in accordance with Regulation S of the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, Tickets 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 deed is filed as Exhibit 4.1 to this current report on Form 8-K and is incorporated herein by reference. The above descriptions of material terms in the Trust Deeds and Notes are qualified in their entirety by reference to this exhibit.

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 in Section 1.01 above is incorporated into Section 2.03 by reference.


Item 8.01 Other Events.



At January 7, 2022, the Company issued a press release announcing the completion of a private placement of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Caution regarding forward-looking statements

Certain statements contained in this current report on Form 8-K concerning, among other things, our estimates, forecasts and projections of future performance constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to limit,, statements regarding revenues, costs and financial results for 2021 and beyond. Words such as “anticipate”, “believe”, “could”, “lead”, “estimate”, “” “”” “should”, “will”, “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. future results, performance or achievements expressed or implied in these forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the impact of COVID-19 and other contagious diseases on economic conditions, industries and societies in general, the travel industry and the financial condition and results of operations of our company; required or voluntary travel restrictions, including potential cruise suspensions; guest cancellations; the pace and efficiency of our return to service; our ability to satisfy the framework of the conditional race order issued by the U.S. Centers for Disease Control and Prevention
(“the CDC“); the impact on our activities of current or future activities CDC advice; the impact of state regulations and disputes over proof of passenger vaccination; our ability to obtain sufficient financing, capital or income to meet liquidity needs, capital expenditures, debt repayments and other financing needs; the effectiveness of the 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, such as demand for cruises, passenger spending and operating costs; supply chain disruptions; incidents or negative publicity regarding our ships, port facilities, land and / or passenger destinations or the cruise industry in general; concerns about the safety, health and safety of guests and crew; the cost and effectiveness of our security protocols related to COVID-19; impairment of our goodwill, long-lived assets, investments and notes receivable; difficulty finding crew, provisions and supplies; the appearance of COVID-19 and other contagious diseases on our ships and concerns about the risk of illness while traveling to, on or from our ships; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in we foreign travel policy; uncertainties associated with doing business internationally and expanding into new markets and new businesses; our ability to recruit, develop and retain high quality staff; variations in operating and financing costs; the impact of our current and future debt; the impact of currency exchange rates, inflation and fluctuations in interest rates and fuel prices; labor shortages; the impact of conversions of our convertible notes, if any, into shares of our common stock or a combination of cash and shares of our common stock; our expectation not to declare or pay dividends on our common shares for the foreseeable future; competition in the holiday industry and changes in industry capacity and overcapacity; the risks and costs associated with cybersecurity attacks, data breaches, protecting our systems and maintaining the security and integrity of data, as well as the personal data of our guests, employees and others; the impact of new or changing laws and regulations or government orders on our business; ongoing or threatened litigation, investigations and enforcement actions; the effects of weather conditions, natural disasters and seasonality on our business; emergency repairs to ships, including loss of related revenue; the impact of problems on shipyards, including ship delivery delays, ship cancellations or increases in ship construction costs; unavailability of the shipyard; 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 and will continue to be heightened, or may be heightened in the future, by the COVID-19 pandemic. It is not possible to predict or identify all of these risks.

The forward-looking statements included in this current report on Form 8-K speak only as of the date of this current report on Form 8-K. Given these risks and uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. You should consider the areas of risk described above, as well as those set out under the headings “Risk Factors” in our Annual Report on Form 10-K for the year ended. December 31, 2020 and our quarterly report on Form 10-Q for the quarter ended September 30, 2021, copies of which can be obtained by visiting our Investor Relations website at www.rclinvestor.com or the DRY website at www.sec.gov.

Item 9.01 Financial statements and supporting documents.


(d)   Exhibits



     Exhibit      Indenture, dated January 7, 2022, among the Company and The Bank
   4.1          of New York Mellon Trust Company, N.A., as trustee, principal
                paying agent, transfer agent and registrar.

     Exhibit
   99.1           Press Release

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

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