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 September 16, 2024, Royal Caribbean Cruises Ltd. (the “Company”) issued a press release announcing that it has priced its upsized private offering of $1.5 billion aggregate principal amount of 5.625% senior unsecured notes due 2031 (the “Notes”). The Notes are expected to be issued on or around September 26, 2024, subject to customary closing conditions.
The Company intends to use the proceeds from the sale of the Notes to redeem and/or repay certain of its indebtedness, including, but not limited to, (i) to redeem all of its outstanding 7.250% Senior Notes due 2030, after which the Company will have no remaining guaranteed or secured notes and (ii) to repay in full all outstanding obligations under its Silver Dawn finance lease (including to pay fees and expenses in connection with each of the foregoing). Pending such uses, the Company may apply some of the proceeds to temporarily repay borrowings under its revolving credit facilities.
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 the Company’s 7.250% Senior Notes due 2030.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 16, 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: September 16, 2024 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |