Summary
Royal Caribbean Cruises Ltd. (RCL) has announced an agreement to exchange approximately $200 million in aggregate principal amount of its 6.000% Convertible Senior Notes due 2025 for a combination of cash and shares of RCL's common stock. This transaction, entered into with a limited number of existing noteholders, aims to reduce the company's outstanding debt and will involve unregistered shares issued under a private placement exemption. The exact number of shares to be issued will be determined by the volume-weighted average price of RCL's stock over a one-day period commencing March 13, 2025. This exchange represents a significant portion, approximately 62%, of the outstanding 2025 Notes, leaving about $123 million still in circulation. The company expects to fund the cash portion of the exchange with its existing liquidity and anticipates the closing of the transaction around March 18, 2025. Investors should note that this exchange will reduce the company's weighted average shares outstanding on a fully diluted basis. The shares issued will not be registered under the Securities Act, and RCL is relying on representations that the noteholders are accredited investors and qualified institutional buyers.
Key Highlights
- 1RCL to exchange approximately $200 million of 6.000% Convertible Senior Notes due 2025.
- 2Exchange involves a combination of cash and RCL common stock.
- 3Transaction is with a limited number of existing noteholders through privately negotiated exchange agreements.
- 4Approximately 62% of the outstanding 2025 Notes are being exchanged, leaving about $123 million in principal remaining.
- 5Shares issued will be unregistered, conducted as a private placement under Section 4(a)(2) of the Securities Act.
- 6Closing of the exchange is expected around March 18, 2025, subject to customary conditions.
- 7The exchange will reduce RCL's weighted average shares outstanding on a fully diluted basis.