Item 8.01 Other Events.
Senior Notes Offering
On January 4, 2022, Royal Caribbean Cruises Ltd. (the "Company") issued a press
release announcing that the Company has commenced a private offering of senior
unsecured notes to be issued by the Company due 2027 (the "Notes"). A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
The Company intends to use the proceeds from the sale of the Notes to repay
principal payments on debt maturing in 2022 (including to pay fees and expenses
in connection with such repayments). Pending such uses, the Company may
temporarily apply the proceeds to repay borrowings under its revolving credit
facilities or other borrowings.
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.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock, 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.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this Current Report on Form 8-K relating to, among other
things, our future performance estimates, forecasts and projections 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," "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 our 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 impact of COVID-19 and other
contagious illnesses on economic conditions, industries and societies generally,
the travel industry and the financial position and operating results of our
Company; required or voluntary travel restrictions, including potential
suspensions of cruises; guest cancellations; the pace and effectiveness of our
return to service; our ability to satisfy the Framework for the Conditional
Sailing Order issued by the U.S. Centers for Disease Control and Prevention
("the CDC"); the impact on our business of current or any future CDC guidance;
the impact of state regulation and litigation regarding proof of passenger
vaccination; our ability to obtain sufficient financing, capital or revenues to
satisfy liquidity needs, capital expenditures, debt repayments and other
financing needs; the effectiveness of the actions we have taken to improve and
address our liquidity needs; the impact of the economic and geopolitical
environment on key aspects of our business, such as the demand for cruises,
passenger spending and operating costs; supply chain disruptions; incidents or
adverse publicity concerning our 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; the cost and effectiveness of
our safety protocols relating to COVID-19; impairments of our goodwill,
long-lived assets, equity investments and notes receivable; difficulties
sourcing crew, provisions and supplies; the occurrence of COVID-19 and other
contagious diseases on our ships and concerns about the risk of illness when
traveling to, on or from our ships; unavailability of ports of call; growing
anti-tourism sentiments and environmental concerns; changes in U.S. foreign
travel policy; uncertainties relating to conducting business internationally and
expanding into new markets and new ventures; our ability to recruit, develop and
retain high quality personnel; changes in operating and financing costs; the
impact of our current and future indebtedness; the impact of foreign currency
exchange rates, inflation and interest rate and fuel price fluctuations; labor
shortages; the impact of conversions of our convertible notes, if any, in shares
of our common stock or a combination of cash and shares of our common stock; our
expectation that we will not declare or pay dividends on our common stock for
the foreseeable future; vacation industry competition and changes in industry
capacity and overcapacity; the risks and costs related to cyber security
attacks, data breaches, protecting our systems and maintaining data security and
integrity, as well as personal data of our guests, employees and others; the
impact of new or changing legislation and regulations or governmental orders on
our business; pending or threatened litigation, investigations and enforcement
actions; the effects of weather, natural disasters and seasonality on our
business; emergency ship repairs, including the related lost revenue; 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 we are not
incorporated in the United States.
In addition, many of these risks and uncertainties are heightened and will
continue to be heightened, or in the future may be heightened, by the COVID-19
pandemic. It is not possible to predict or identify all such 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 such
forward-looking statements. Except as required by law, we undertake no
obligation to publicly update or revise any 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 forth 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 may be obtained by visiting our Investor Relations website
at www.rclinvestor.com or the SEC's website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 - Press release dated January 4, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses