MIAMI – October 6, 2022 – Royal Caribbean Cruises Ltd. (NYSE: RCL) (the “Company”) today announced that it has closed its concurrent private offerings of $1.0 billion aggregate principal amount of 9.250% senior guaranteed notes due 2029 (the “Senior Guaranteed Notes”) and $1.0 billion aggregate principal amount of 8.250% Senior Secured Notes due 2029 (the “Senior Secured Notes,” together with the Senior Guaranteed Notes, the “Notes”). Each series of Notes will mature on January 15, 2029, unless earlier redeemed or repurchased.
The Company is using the combined net proceeds from the sale of the Notes, together with cash on hand, to redeem all of its 9.125% priority guaranteed notes due 2023 and 10.875% senior secured notes due 2023, each with an aggregate principal amount of $1.0 billion.
The Senior Guaranteed Notes will be guaranteed on a senior unsecured basis by RCI Holdings LLC, which owns 100% of the equity interests of certain of the Company’s wholly-owned vessel-owning subsidiaries.
The Senior Secured Notes will be guaranteed by Celebrity Cruises Inc., Celebrity Cruises Holdings Inc. and certain of the Company’s wholly-owned vessel owning subsidiaries. The Senior Secured Notes and the related guarantees will be secured by 26 of the Company’s vessels and material intellectual property of the Company in an amount not to exceed permitted capacity under the Company’s existing indebtedness.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. 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.
https://www.sec.gov/Archives/edgar/data/884887/000110465922106834/tm2227571d1_ex99-1.htm