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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 22, 2024
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ROYAL CARIBBEAN CRUISES LTD.
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(Exact Name of Registrant as Specified in Charter) |
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Republic of Liberia
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(State or Other Jurisdiction of Incorporation) |
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1-11884 |
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98-0081645 |
(Commission File Number)
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(IRS Employer Identification No.)
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1050 Caribbean Way, Miami, Florida |
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33132 |
(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: 305-539-6000
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Not
Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
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Trading Symbol(s) |
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Name
of each exchange on which registered |
Common stock, par value $0.01 per share |
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RCL |
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New York Stock Exchange |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On February 22, 2024, Royal Caribbean Cruises Ltd.
(the “Company”) issued a press release announcing that it has commenced a private offering of senior unsecured notes due 2032
(the “Notes”).
The Company intends to use the proceeds from the
sale of the Notes, together with cash on hand and/or borrowings under the Company’s revolving credit facilities, to redeem all of
the outstanding 11.625% Senior Notes due 2027 (including to pay fees and expenses in connection with such redemption).
The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, as amended (the “Securities Act”),
and outside the United States, only to certain non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not
be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute
an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This Current Report on Form 8-K shall
not constitute a notice of redemption with respect to the 11.625% Senior Notes due 2027.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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ROYAL CARIBBEAN CRUISES LTD. |
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Date: February 22, 2024 |
By: |
/s/ Naftali Holtz |
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Name: |
Naftali Holtz |
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Chief Financial Officer |
Exhibit 99.1
Royal Caribbean Group
announces proposed offering of senior unsecured notes to refinance its senior notes due 2027
MIAMI, Feb. 22, 2024 /PRNewswire/ -- Royal Caribbean
Cruises Ltd. (NYSE: RCL) (the "Company") today announced that it has commenced a private offering of $1.0 billion aggregate
principal amount of senior unsecured notes due 2032 (the "Notes").
The Company intends to use the proceeds from the sale
of the Notes, together with cash on hand and/or borrowings under the Company's revolving credit facilities, to redeem all of the outstanding
11.625% Senior Notes due 2027 (including to pay fees and expenses in connection with such redemption).
The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. The Notes will not be registered
under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy the Notes 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. This press release shall not constitute a notice of redemption
with respect to the 11.625% Senior Notes due 2027. This press release is being issued pursuant to and in accordance with Rule 135c
under the Securities Act.
Special Note Regarding Forward-Looking Statements
Certain statements in this press release relating to,
among other things, the offering and sale of the Notes constitute forward-looking statements under the Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited, to: statements regarding terms of the offering of the Notes and the intended
use of proceeds. Words such as "anticipate," "believe," "could," "driving," "estimate,"
"expect," "goal," "intend," "may," "plan," "project," "seek," "should,"
"will," "would," "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 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 contagious illnesses on economic conditions
and the travel industry in general and the financial position and operating results of the Company in particular, such as governmental
and self-imposed travel restrictions and guest cancellations; the Company's ability to obtain sufficient financing, capital or revenues
to satisfy liquidity needs, capital expenditures, debt repayments and other financing needs; 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; incidents
or adverse publicity concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry
in general; concerns over safety, health and security of guests and crew; further impairments of the Company's goodwill, long-lived assets,
equity investments and notes receivable; an inability to source crew or provisions and supplies from certain places; 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 reduces demand; unavailability
of ports of call; growing anti-tourism sentiments and environmental concerns; changes in U.S. foreign travel policy; the uncertainties
of conducting business internationally and expanding into new markets and new ventures; the Company's ability to recruit, develop and
retain high quality personnel; changes in operating and financing costs; the Company's indebtedness, any additional indebtedness the Company
may incur and restrictions in the agreements governing the Company's indebtedness that limit its flexibility in operating its business;
the impact of foreign currency exchange rates, the impact of higher interest rate and food and fuel prices; vacation industry competition
and changes in industry capacity and overcapacity; the risks and costs related to cyber security attacks, data breaches, protecting the
Company's systems and maintaining integrity and security of its business information, as well as personal data of the Company's guests,
employees and others; the impact of new or changing legislation and regulations (including environmental regulations) or governmental
orders on the Company's business; pending or threatened litigation, investigations and enforcement actions; 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; the unavailability or cost of air service; and uncertainties of a foreign
legal system as the Company is not incorporated in the United States.
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 one of the leading
cruise companies in the world with a global fleet of 65 ships traveling to approximately 1,000 destinations around the world. Royal Caribbean
Group is the owner and operator of three award winning cruise brands: Royal Caribbean International, Celebrity Cruises, and Silversea
Cruises and it is also a 50% owner of a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises. Together, the brands have an
additional 8 ships on order as of December 31, 2023.
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