Royal Caribbean Proposes Refinancing on High-Interest Debt

Independence of the Seas in Southampton, Photo credit Spacejunkie2 (Flickr)

Royal Caribbean Cruises Toady announced that it has commenced a private offering of senior guaranteed notes due 2029 for an aggregate principal amount of $1.0 billion and a concurrent private offering of senior secured notes due 2029, for an aggregate principal amount of $1.0 billion.

The Company intends to use the proceeds from the sale of the Senior Guaranteed Notes and the Senior Secured Notes, together with cash on hand, to redeem all its outstanding 9.125% Priority Guaranteed Notes due 2023 and 10.875% Senior Secured Notes due 2023, respectively, concurrently with the respective closing of the Senior Guaranteed Notes and Senior Secured Notes offerings (including to pay fees and expenses in connection with such redemptions).

The Senior Guaranteed Notes will be guaranteed on a senior unsecured basis by RCI Holdings LLC, which owns 100% of the equity interests of certain of the Company’s wholly-owned vessel-owning subsidiaries.

The Senior Secured Notes will be guaranteed by Celebrity Cruises Inc., Celebrity Cruises Holdings Inc. and certain of the Company’s wholly-owned vessel-owning subsidiaries. The Senior Secured Notes and the related guarantees will be secured by 26 of the Company’s vessels and material intellectual property of the Company in an amount not to exceed permitted capacity under the Company’s existing indebtedness.

The closing of each offering is not contingent upon the closing of the other offering.

Royal Caribbean Upsizes Fundraising, $1.25 Billion at 11.625 Percent

Independence of the Seas in Southampton View Independence photos click here, photo credit Spacejunkie2 Flickr

Royal Caribbean Group today announced that it has priced its private offering of $1,250,000,000 aggregate principal amount (up from the previously announced $1 billion) of 11.625% senior unsecured notes due 2027 (the “Notes”).

The Notes will mature on August 15, 2027. The Notes are expected to be issued on or around August 18, 2022, subject to customary closing conditions.

According to a press release, the Company intends to use the proceeds from the sale of the Notes to repay principal payments on debt maturing in 2022 and/or 2023 (including to pay fees and expenses in connection with such repayments). Pending such uses, the Company may temporarily apply the proceeds to repay borrowings under its revolving credit facilities or other borrowings.

Royal Caribbean Group Raising $900 Million to Refinance Debt

Royal Caribbean Group announced on Monday that it has commenced a private offering of senior convertible notes to be issued by the company due 2025 in an aggregate principal amount of up to $900 million.

In addition, the company intends to grant the initial purchasers an option to purchase up to an additional $135 million principal amount of Convertible Notes.

“The purpose of the offering is to replace some of the existing near-term maturities of convertible bonds with new longer-term convertible bonds in a manner which is non-dilutive to shareholders as described,” said Naftali Holtz, Chief Financial Officer of Royal Caribbean Group.

The cruise company said it intends to use the proceeds from the sale of the Convertible Notes to repurchase a portion of its 2.875% convertible senior notes due November 15, 2023, and 4.25% convertible senior notes due June 15, 2023, through open-market purchases, privately negotiated transactions, tender offers or otherwise. The Company intends to retire any Existing Convertible Notes so purchased.

“The proposed transaction proactively addresses the near-term maturity of our existing convertible notes,” said Holtz. “With the proceeds of this offering, our intention is to opportunistically repurchase the existing convertible notes, and we have the option to settle the remaining notes in cash to address our convertible debt maturities in a manner that is net neutral to our outstanding shares and share equivalents.”

The Convertible Notes will be convertible at the holder’s option in certain circumstances. Upon conversion, the company may satisfy its conversion obligation by paying or delivering, at its election, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock.