Summary
Royal Caribbean Cruises Ltd. (RCL) announced the completion of privately negotiated exchange transactions involving its 6.000% Convertible Senior Notes due 2025. In these transactions, approximately $827 million in aggregate principal amount of these notes were exchanged for roughly 11.4 million shares of RCL's common stock and approximately $827 million in cash. The cash portion was funded through existing revolving credit facilities. This exchange effectively reduces the principal amount of outstanding convertible debt and dilutes the share count on a fully diluted basis. Following these transactions, approximately $323 million of the 2025 Notes remain outstanding. The newly issued shares were not registered under the Securities Act of 1933, having been issued in a private placement to institutional accredited investors and qualified institutional buyers, consistent with exemptions under the Securities Act. Investors should note the reduction in convertible debt and the issuance of new equity, which impacts the company's capital structure and share count.
Key Highlights
- 1RCL completed exchange transactions for its 6.000% Convertible Senior Notes due 2025.
- 2Approximately $827 million in principal amount of notes were exchanged.
- 3The exchange resulted in the issuance of approximately 11.4 million shares of RCL common stock.
- 4RCL also paid approximately $827 million in cash, funded by revolving credit facilities.
- 5The transactions reduce the outstanding convertible debt by a significant amount, with approximately $323 million of the 2025 Notes remaining.
- 6New shares were issued via private placement to accredited investors, not registered under the Securities Act.
- 7The company's weighted average shares outstanding on a fully diluted basis were reduced.