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Royal Caribbean Group logoRoyal Caribbean Group RCL

Royal Caribbean said it entered into private exchange agreements with a small group of existing holders of its 6.000% Convertible Senior Notes due 2025, exchanging about $731 million in principal for a mix of cash and shares. The filing was made on August 5, 2024.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Royal Caribbean said it entered into private exchange agreements with a small group of existing holders of its 6.000% Convertible Senior Notes due 2025, exchanging about $731 million in principal for a mix of cash and shares. The filing was made on August 5, 2024.

  2. The company said the cash portion of the exchange consideration will equal the par amount of the 2025 Notes being repurchased, and the number of shares will be set after a 5-trading-day volume-weighted average price averaging period starting August 6, 2024.

  3. The company said it plans to fund the cash portion of the exchange consideration with borrowings under its revolving credit facilities. It said closing is expected on or about August 16, 2024, subject to customary closing conditions, and that the exchange will reduce its weighted average shares outstanding on a fully diluted basis.

  4. The company said the 2025 Notes to be exchanged represent about 63.6% of the outstanding principal amount, and that about $419 million in principal of the 2025 Notes will remain outstanding after the exchange. The shares will be issued in a private placement under the exemption in Section 4(a)(2) of the Securities Act.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Royal Caribbean to Exchange About $731 million of 6.000% Notes due 2025

Royal Caribbean said it entered into private exchange agreements with a small group of existing holders of its 6.000% Convertible Senior Notes due 2025, exchanging about $731 million in principal for a mix of cash and shares. The filing was made on August 5, 2024.

Source · Based on the filing body and exhibits

Exchange consideration in cash and shares, based on 5-day averaging period

The company said the cash portion of the exchange consideration will equal the par amount of the 2025 Notes being repurchased, and the number of shares will be set after a 5-trading-day volume-weighted average price averaging period starting August 6, 2024.

Source · Based on the filing body and exhibits

Cash portion to be funded by revolving credit facility borrowings

The company said it plans to fund the cash portion of the exchange consideration with borrowings under its revolving credit facilities. It said closing is expected on or about August 16, 2024, subject to customary closing conditions, and that the exchange will reduce its weighted average shares outstanding on a fully diluted basis.

Source · Based on the filing body and exhibits

About 63.6% of notes exchanged, about $419 million remaining

The company said the 2025 Notes to be exchanged represent about 63.6% of the outstanding principal amount, and that about $419 million in principal of the 2025 Notes will remain outstanding after the exchange. The shares will be issued in a private placement under the exemption in Section 4(a)(2) of the Securities Act.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.