8-K

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): December 3, 2020

ROYAL CARIBBEAN CRUISES LTD.

(Exact Name of Registrant as Specified in Charter)

Republic of Liberia

(State or Other Jurisdiction of Incorporation)

1-11884	98-0081645
(Commission File Number)	(IRS Employer Identification No.)
1050 Caribbean Way, Miami, Florida	33132
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: 305-539-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	RCL	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 December 3, 2020, Royal Caribbean Cruises Ltd. (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”), under which the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $1.0 billion (the “Shares”), through any of the Managers (as defined below), from time to time through an “at-the-market” equity offering program (the “ATM Offering”). The Company expects to use the net proceeds from sales of Shares under the ATM Offering for general corporate purposes. The timing and volume of any sales will depend on a variety of factors. Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., BNP Paribas Securities Corp., BTIG, LLC, Commerz Markets LLC, DNB Bank ASA, Fifth Third Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, R. Seelaus & Co., LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc., Skandinaviska Enskilda Banken AB, SMBC Nikko Securities America, Inc., SG Americas Securities, LLC and Truist Securities, Inc. are acting as managers (the “Managers”) under the ATM Offering.

The ATM Offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-223241) (the “Registration Statement”) filed by the Company with the SEC on February 26, 2018. The terms of the ATM Offering are described in the prospectus dated February 26, 2018, as supplemented by the prospectus supplement dated December 3, 2020.

In connection with the ATM Offering, on December 3, 2020, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with the Managers. The ATM Offering pursuant to the Equity Distribution Agreement will terminate upon the earliest of (i) the sale of all common stock subject to the Equity Distribution Agreement, (ii) the termination of the Equity Distribution Agreement by the Company or by the Managers, or (iii) the second anniversary of the date of the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations, covenants and indemnification provisions.

The legality opinion of Watson Farley & Williams LLP, issued in connection with the ATM Offering, is attached hereto as Exhibits 5.1, and is incorporated by reference into the Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of common stock and shall not constitute an offer, solicitation or sale in any jurisdiction in which such 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 2020 and beyond. Words such as “anticipate,” “believe,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “look into,” “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 spread of COVID-19, which has led to the temporary suspension of our operations and has had and will continue to have a material 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: the current and potential additional governmental and self-imposed travel restrictions, the current and potential extension of the suspension of cruises and new additional suspensions, guest cancellations; 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; incidents or adverse publicity concerning our ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; our ability to accurately estimate our monthly cash burn rate during the suspension of our operations; concerns over safety, health and security of guests and crew; any protocols we adopt across our fleet relating to COVID-19, such as those recommended by the Healthy Sail Panel, may be costly and less effective than we expect in reducing the risk of infection and spread of COVID-19 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; the incurrence of COVID-19 and other contagious diseases on our ships and an increase in concern about the risk of illness on our ships or when traveling to or from our ships, all of which reduces demand; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in US 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, including the significant portion of assets that are collateral under these agreements; the impact of foreign currency exchange rates, interest rate and fuel price fluctuations; the settlement 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, which may result in substantial dilution for our existing shareholders; our expectation that we will not declare or pay dividends on our common stock for the near future; vacation industry competition and changes in industry capacity and overcapacity; the risks and costs associated with 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; 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 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, 2019, as updated by our Current Report on Form 8-K filed on May 13, 2020, those set forth under the heading “Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, 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 5.1 – Opinion of Watson Farley & Williams LLP.

Exhibit 23.1 – Consent of Watson Farley & Williams LLP (included in Exhibit 5.1).

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

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.

	ROYAL CARIBBEAN CRUISES LTD.
Date: December 3, 2020	By:	/s/ JASON T. LIBERTY
	Name:	Jason T. Liberty
		EVP, Chief Financial Officer

EX-5.1

Exhibit 5.1

 

Royal Caribbean Cruises Ltd.

1050 Caribbean Way

Miami, Florida 33132

Our reference: 01474.50146/US/80694132v2

December 3, 2020

Re: Royal Caribbean Cruises Ltd - Exhibit 5.1 Opinion

Ladies and Gentlemen:

We have acted as special counsel as to matters of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), in connection with the offering and sale by the Company from time to time of up to $1,000,000,000 aggregate offering price of common shares, par value $0.01 per share (the “Common Shares”), being issued and sold by the Company in accordance with the Equity Distribution Agreement dated December 3, 2020, between the Company and the managers listed in Schedule I, including any amendments or supplements thereto (the “Distribution Agreement”), pursuant to the Company's Registration Statement on Form S-3ASR (No. 333-223241) (the “Registration Statement”), the prospectus dated February 26, 2018 (the “Base Prospectus”) and the prospectus supplement to the Base Prospectus dated December 3, 2020 (together with the Base Prospectus, the “Prospectus”).

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

i. the Registration Statement;

ii. the Prospectus;

iii. the Distribution Agreement; and

iv. such corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary.

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In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

We have also assumed that:

(i) that the issuance and sale of the Common Shares will comply in all respects with the terms, conditions and restrictions set forth in the Distribution Agreement and the Prospectus, and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii) that the Distribution Agreement was duly and validly authorized by the parties thereto (other than the Company), and executed and delivered by the parties thereto;

(iii) the validity and enforceability of the Distribution Agreement against the parties thereto (other than pursuant to Liberian law);

(iv) each Common Share will be sold at or above the minimum price per common share established by the board of directors of the Company; and

(v) the Company will, at each time any Common Shares are issued in accordance with the Distribution Agreement, have a sufficient number of authorized but unissued common shares pursuant to its Articles of Incorporation to issue such Common Shares, after taking into account any shares reserved for issuance.

This opinion is limited to the law of the Republic of Liberia. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Common Shares, when issued, sold and paid for in accordance with the terms of the Registration Statement, the Prospectus and the Distribution Agreement, will be validly issued, fully paid, and nonassessable.

We hereby consent to the use of this opinion as an exhibit to a Current Report on Form 8-K of the Company, to the discussions of this opinion in the Registration Statement and the Prospectus, and to the references to our firm in the Registration Statement and the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

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Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

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Cover	Dec. 03, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 03, 2020
Entity File Number	1-11884
Entity Registrant Name	ROYAL CARIBBEAN CRUISES LTD.
Entity Central Index Key	0000884887
Entity Tax Identification Number	98-0081645
Entity Incorporation, State or Country Code	N0
Entity Address, Address Line One	1050 Caribbean Way
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33132
City Area Code	305
Local Phone Number	539-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	RCL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false