Royal Caribbean Files 8-K on Equity Sales

TL;DR

RCLL filed an 8-K about unregistered equity sales, more details to come.

AI Summary

On August 6, 2024, Royal Caribbean Cruises Ltd. filed an 8-K report detailing unregistered sales of equity securities. The filing also included other events and financial statements/exhibits, but specific details on the equity sales, dollar amounts, or dates of the transactions were not immediately available in the provided text.

Why It Matters

This filing indicates potential changes in the company's equity structure, which could impact share count and investor ownership.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal dilution or insider activity, requiring further investigation into the specifics of the transaction.

Key Players & Entities

• Royal Caribbean Cruises Ltd. (company) — Registrant
• August 6, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share RCL New York Stock Exchan
• $731 million — exchange (the "Exchange") approximately $731 million in aggregate principal amount of the ou
• $419 million — . Following the Exchange, approximately $419 million in aggregate principal amount of the 20

Filing Documents

• tm2420953d1_8k.htm (8-K) — 36KB
• tm2420953d1_ex10-1.htm (EX-10.1) — 97KB
• tm2420953d1_ex99-1.htm (EX-99.1) — 11KB
• tm2420953d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-086075.txt ( ) — 351KB
• rcl-20240806.xsd (EX-101.SCH) — 3KB
• rcl-20240806_lab.xml (EX-101.LAB) — 33KB
• rcl-20240806_pre.xml (EX-101.PRE) — 22KB
• tm2420953d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On August 5, 2024, Royal Caribbean Cruises Ltd. (the "Company") entered into privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of existing holders (the "Noteholders") of its 6.000% Convertible Senior Notes due 2025 (the "2025 Notes"), pursuant to which the Noteholders have agreed to exchange (the "Exchange") approximately $731 million in aggregate principal amount of the outstanding 2025 Notes for a combination of cash and shares of the Company's common stock (the "Exchange Consideration"). The Exchange Consideration to be delivered by the Company to the Noteholders at the closing of the Exchange will be determined based upon the volume-weighted average price per share of the Company's common stock during a five-trading day averaging period, commencing on August 6, 2024. The cash portion of the Exchange Consideration will represent the par amount of the 2025 Notes being repurchased and the actual number of shares of the Company's common stock comprising the Exchange Consideration will be determined after the averaging period based on trading prices of the Company's common stock. The Company intends to fund the cash portion of the Exchange Consideration with borrowings under its revolving credit facilities. The closing of the Exchange is expected to occur on or about August 16, 2024, subject to customary closing conditions, and will reduce the Company's weighted average shares outstanding on a fully diluted basis. The shares of the Company's common stock to be issued in the Exchange will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying, in part, upon representations from each Noteholder that, among other things, (i) it is an institutional "accredited investor" as defined in Rul

01 Other Events

Item 8.01 Other Events. On August 6, 2024, the Company issued a press release announcing entry into the Exchange Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Special Note Regarding

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K relating to, among other things, the Exchange Agreements and the transactions contemplated thereby constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, to: statements regarding the Exchange Consideration and the expected timing of the Exchange. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would" and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management's current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause the Company's 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 economic and geopolitical environment on key aspects of the Company's business, such as the demand for cruises, passenger spending, and operating costs; changes in operating and financing costs; the unavailability or cost of air service; adverse events such as terrorist attacks, war and other similar events; disease outbreaks and an increase in concern about the risk of illness on the Company's ships or when traveling to or from the Company's ships, all of which could reduce demand; incidents or adverse publicity concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; the effects of weather, natural disasters and seasonality on the Company's business; the impact of issues at shipyards, including ship deliver

Forward-looking statements

Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K, which are based on information available to the Company on the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Exchange Agreement 99.1 Press release, dated August 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: August 6, 2024 By: /s/ Naftali Holtz Name: Naftali Holtz Title: Chief Financial Officer