Wednesday, August 21, 2024 Royal Caribbean Cruises Ltd. has announced the successful completion of its privately negotiated exchange transactions (the “Exchange Transactions”) with select holders (the “Holders”) of its 6.000% Convertible Senior Notes due 2025 (the “2025 Notes”).

In these transactions, Holders exchanged approximately $827 million in 2025 Notes for about 11.4 million shares of the Company’s common stock (the “Shares”) and $827 million in cash, covering the principal value of the exchanged 2025 Notes plus accrued and unpaid interest (together with the Shares, the “Exchange Consideration”). The cash portion of the Exchange Consideration was financed through borrowings from the Company’s revolving credit facilities.

“We continue to proactively and methodically strengthen the balance sheet through debt paydowns and opportunistic refinancings.” said Naftali Holtz, Chief Financial Officer of Royal Caribbean Group. “The private exchange of notes allows us to address a 2025 debt maturity, while also reducing our outstanding shares and share equivalents on a fully diluted basis by 5.

1 million shares. This transaction is not expected to have a material impact to 2024 adjusted earnings per share given the timing of weighted average shares outstanding on a fully diluted basis.” The exchanged 2025 Notes were immediately cancelled upon completion of the transactions.

Following the exchange, approximately $323 million in 2025 Notes remain outst.