Summary
On July 9, 2020, Royal Caribbean Cruises Ltd. (RCL) completed the full acquisition of Silversea Cruise Holding Ltd. by purchasing the remaining 33.33% interest it did not already own. This transaction makes Silversea a wholly-owned subsidiary of RCL. To finance this acquisition, RCL issued 5.2 million shares of its common stock to Heritage Cruise Holding Ltd., an affiliate of Mr. Lefebvre. This issuance was conducted under an exemption from registration, specifically Section 4(a)(2) of the Securities Act, with the seller representing itself as an accredited investor acquiring the shares for investment purposes. This move consolidates RCL's ownership of the luxury cruise line, Silversea, which it initially acquired a majority stake in back in 2018. The agreement also includes the termination of any contingent consideration obligations related to the initial Silversea acquisition. Investors should note that this transaction increases RCL's outstanding share count and potentially dilutes existing shareholders' ownership, while also fully integrating Silversea's operations and financial results into RCL's reporting.
Key Highlights
- 1RCL has acquired the remaining 33.33% interest in Silversea Cruise Holding Ltd., making it a wholly-owned subsidiary.
- 2Consideration for the acquisition was the issuance of 5,200,000 shares of RCL common stock.
- 3The share issuance was exempt from registration under Section 4(a)(2) of the Securities Act.
- 4The seller, Heritage Cruise Holding Ltd., represented itself as an accredited investor acquiring shares for investment.
- 5This acquisition fully consolidates Silversea under RCL ownership.
- 6Contingent consideration obligations related to the initial Silversea acquisition have been terminated.