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 outstanding. Perella Weinberg Partners LP, J. Wood Capital Advisors LLC, and Truist Securities, Inc.
acted as advisors for this transaction. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities mentioned or any other securities and does not constitute an offer, solicitation, or sale in any jurisdiction where such activities would be illegal. Special Note Regarding Forward-Looking Statements Certain statements in this press release about the anticipated impact of the Exchange Transactions and future transactions are forward-looking statements under the Private Securities Litigation Reform Act of 1995.
These statements, including those regarding debt paydowns and refinancings, involve projections and judgments that are inherently uncertain. Terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” and similar expressions are used to identify forward-looking statements. Such statements reflect current expectations but are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those projected.
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