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): February 22, 2024
| | 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 February 22, 2024, Royal Caribbean Cruises Ltd. (the “Company”) issued a press release announcing that it has commenced a private offering of senior unsecured notes due 2032 (the “Notes”).
The Company intends to use the proceeds from the sale of the Notes, together with cash on hand and/or borrowings under the Company’s revolving credit facilities, to redeem all of the outstanding 11.625% Senior Notes due 2027 (including 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. 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.
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 11.625% Senior Notes due 2027.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: February 22, 2024 | By: | /s/ Naftali Holtz |
| | | Name: | Naftali Holtz |
| | | | Chief Financial Officer |
