Item 8.01 Other Events.
Senior Notes Offering
On August 15, 2022, Royal Caribbean Cruises Ltd. (the "Company") issued a press
release announcing that it has commenced a private offering of senior unsecured
notes 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 and/or 2023 (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 2022 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 following: the impact of the global
incidence and continued spread of COVID-19, which has had and will continue to
have an adverse impact on our business, liquidity and results of operations, or
other contagious illnesses on economic conditions and the travel industry in
general and the financial position and operating results of our Company in
particular, such as: governmental and self-imposed travel restrictions and guest
cancellations; our ability to extend the maturities of our existing bank
facilities; 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 including the conflict between
Ukraine and Russia, such as the demand for cruises, passenger spending, and
operating costs; 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; our
COVID-19 protocols and any other health protocols we may develop in response to
infectious diseases may be costly and less effective than we expect in reducing
the risk of infection and spread of such disease on our cruise ships; further
impairments of our goodwill, long-lived assets, equity investments and notes
receivable; an inability to source our crew or our provisions and supplies from
certain places; an increase in concern about the risk of illness on our ships or
when travelling to or from our 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; our ability to recruit, develop and retain high quality personnel;
changes in operating and financing costs; our indebtedness, any additional
indebtedness we may incur and restrictions in the agreements governing our
indebtedness that limit our flexibility in operating our business; the impact of
foreign currency exchange rates, the impact of higher interest rates 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 our systems and maintaining integrity and security of our
business information, 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; 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 currently heightened by
and will continue to be heightened by, 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 heading
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2021, those set forth under the heading "Risk Factors" in our Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, 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 August 15, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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