MIAMI, June 15, 2021 / PRNewswire / – Royal Caribbean Group (NYSE: RCL) (the “Company”) today announced that it has priced its private offering of $ 650 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2026 (the “Notes”). The notes will expire on July 1, 2026. Tickets should be issued on or around June 24, 2021, subject to customary closing conditions.
The Company intends to use the proceeds from the sale of the tickets to fund the repayment in full of approximately $ 619.8 million total principal amount of 7.25% Senior Secured Notes due 2025 issued by Silversea Cruise Finance Ltd. (including to pay call premiums, fees and expenses related to this buy-back), and the rest for general corporate purposes.
Nothing herein constitutes an offer to sell or the solicitation of an offer to buy any security. The Notes are offered only to persons reasonably suspected of being Qualified Institutional Purchasers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and outside United States, only to certain non-US investors in accordance with Regulation S. The Securities will not be registered under the Securities Act or any state securities laws and may not be offered or sold in United States the lack of registration 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 the Notes or any other security and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale. would be illegal. This press release is issued in accordance with Rule 135c of the Securities Act.
Caution Regarding Forward-Looking Statements
Certain statements in this press release relating, among other things, to 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: 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 the current expectations of management, 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 the global incidence and spread of COVID-19, which has led to the temporary suspension of our operations and has had and will continue have a material adverse impact on our business, liquidity and results of operations, or other contagious diseases on economic conditions and the travel industry in general and on the financial condition and results of operations of our company in particular, such as: self-imposed travel restrictions, current and potential extension of cruise suspension and additional new suspensions, guest cancellations, as well as our return to service plan, including our ability to conduct simulated voyages and resume crossings in accordance with the Conditional Navigation Order Framework issued by the United States Centers for Disease Control and Prevention; the impact of state regulations regarding 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 cruise demand, passenger spending and operating costs; incidents or negative publicity relating to our ships, port facilities, land and / or passenger destinations or the cruise industry in general; our ability to accurately estimate our rate of monthly cash consumption while our operations are suspended; concerns about the safety, health and safety of guests and crew; any protocols we adopt in our fleet regarding COVID-19, such as those recommended by the Healthy Sail Panel, may be expensive and less effective than expected in reducing the risk of infection and spread of COVID-19 on our ships cruising; further impairments of our goodwill, our long-lived assets, our investments and our notes receivable; an inability to procure our crew or provisions and supplies in certain locations; the appearance of COVID-19 and other contagious diseases on our ships and an increase in concerns about the risk of disease on our ships or when traveling to or from our ships, reducing demand; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in US policy on foreign travel; 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; our indebtedness, any additional indebtedness that we may incur and restrictions in the agreements governing our indebtedness which limit our flexibility in the operation of our business, including the significant portion of the assets that are guaranteed under such agreements; the impact of currency exchange rates, interest rates and fluctuations in fuel prices; settlement 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, which may result in substantial dilution for our existing shareholders; our expectation not to declare or pay dividends on our common shares in the near 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 integrity and security of our business information, as well as the personal data of our customers, 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 ship repairs, 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; the uncertainties of a foreign legal system because we are not incorporated into United States; and the risk factors set out in periodic reports and other documents filed or to be filed by the Company with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2020 and quarterly report on Form 10-Q for the quarter ended March 31, 2021.
In addition, many of these risks and uncertainties are currently heightened by the COVID-19 pandemic and will continue to be, or may be in the future. It is not possible to predict or identify all of these risks.
Forward-looking statements should not be taken as a prediction of actual results. We should not place undue reliance on any forward-looking statements contained in this press release, which are based on information available to us as of the date hereof. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About the Royal Caribbean Group
Royal Caribbean Group is the trading name of Royal Caribbean Cruises Ltd. Royal Caribbean Group owns and operates three global brands of vacation cruises: Royal Caribbean International, Celebrity Cruises and Silversea Cruises. Royal Caribbean Group also owns 50% of a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises. Together, our brands operate 59 vessels with 14 more on order as of March 31, 2021.
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SOURCE Royal Caribbean Group