Royal Caribbean announced that it has commenced a private offering of senior secured notes to be issued by the cruise line in separate series of notes due 2023 and 2025 (together, the “Notes”), for an aggregate principal amount of $3.3 billion.
The Notes and the related guarantees will be secured by 28 of Royal Caribbean’s cruise ships and material intellectual property of the company. The obligations under the Notes and the related guarantees will be secured by the collateral in an amount not to exceed permitted capacity under the company’s existing indebtedness.
The Company expects to use the net proceeds from the offering of the Notes to repay its $2.35 billion 364-day senior secured term loan agreement with Morgan Stanley Senior Funding, Inc., as the administrative agent and collateral agent and the other lenders party thereto entered into on March 23, 2020. The Company expects to use the remainder net proceeds for general corporate purposes, which may include repayment of additional indebtedness.
Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any security. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to certain non-U.S. investors pursuant to Regulation S.
The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.