UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On July 29, 2024, Royal Caribbean Cruises Ltd. (the “Company”) issued a press release announcing that it has commenced a private offering of $1.5 billion aggregate principal amount of senior unsecured notes due 2033 (the “Notes”).
The Company intends to use the proceeds from the sale of the Notes, together with borrowings under the Company’s revolving credit facilities, to redeem all of its outstanding 9.250% Senior Notes due 2029 and a portion of its outstanding 8.250% Senior Secured Notes due 2029 (including, in each case, 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. persons in reliance on 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 either of the Company’s 9.250% Senior Notes due 2029 or the 8.250% Senior Secured Notes due 2029.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description | |
| 99.1 | Press Release, dated July 29, 2024. | |
| 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: July 29, 2024 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |