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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/21 Royal Caribbean Cruises Ltd 8-K:1,8,9 3/01/21 13:658K Toppan Merrill/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-1.1 Underwriting Agreement HTML 160K 3: EX-5.1 Opinion of Counsel re: Legality HTML 15K 4: EX-99.1 Exbihit 99.1 HTML 16K 9: R1 Cover HTML 46K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm217938d6_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- rcl-20210301_lab XML 97K 7: EX-101.PRE XBRL Presentations -- rcl-20210301_pre XML 64K 5: EX-101.SCH XBRL Schema -- rcl-20210301 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 13: ZIP XBRL Zipped Folder -- 0001104659-21-031570-xbrl Zip 56K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 3, 2021 ( i March 1, 2021)
|i ROYAL CARIBBEAN CRUISES LTD.|
|(Exact Name of Registrant as Specified in Charter)|
|Republic of i Liberia|
|(State or Other Jurisdiction of Incorporation)|
|i 1-11884||i 98-0081645|
(Commission File Number)
(IRS Employer Identification No.)
|i 1050 Caribbean Way, i Miami, i Florida||i 33132|
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: i 305- i 539-6000
|(Former Name or Former Address, if Changed Since Last Report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|i ¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|i ¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|i ¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|i ¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|i Common stock, par value $0.01 per share||i RCL||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2021, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule I thereto. The Underwriting Agreement provides for the offer and sale by the Company of 16,938,148 shares of common stock of the Company (the “Common Stock”) at a price to the public of $91.00 per share (the “Offering”).
The Underwriting Agreement contains customary representations, covenants and indemnification provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
On March 3, 2021, the Company completed the Offering. The net proceeds from the Offering before offering expenses are approximately $1,500.5 million. The Company expects to use the net proceeds from the Offering for general corporate purposes.
The Offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File Nos. 333-253674) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 1, 2021. The terms of the Offering are described in the Company’s prospectus dated March 1, 2021, as supplemented by a final prospectus supplement dated March 1, 2021, as filed with the Commission on March 2, 2021.
The legality opinion of Watson Farley & Williams LLP issued in connection with the Offering is attached hereto as Exhibit 5.1, and is incorporated by reference into the Registration Statement.
Item 8.01 Other Events
On March 3, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this Current Report on Form 8-K relating to, among other things, our future performance estimates, forecasts and projections constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding revenues, costs and financial results for 2020 and beyond. Words such as “anticipate,” “believe,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “look into,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” “considering”, and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the following: the impact of the global incidence and spread of COVID-19, which has led to the temporary suspension of our operations and has had and will continue to have a material adverse impact on our business, liquidity and results of operations, or other contagious illnesses on economic conditions and the travel industry in general and the financial position and operating results of our Company in particular, such as: the current and potential additional governmental and self-imposed travel restrictions, the current and potential extension of the suspension of cruises and new additional suspensions, guest cancellations; our ability to obtain sufficient financing, capital or revenues to satisfy liquidity needs, capital expenditures, debt repayments and other financing needs; the effectiveness of the actions we have taken to improve and address our liquidity needs; the impact of the economic and geopolitical environment on key aspects of our business, such as the demand for cruises, passenger spending, and operating costs; incidents or adverse publicity concerning our ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; our ability to accurately estimate our monthly cash burn rate during the suspension of our operations; concerns over safety, health and security of guests and crew; any protocols we adopt across our fleet relating to COVID-19, such as those recommended by the Healthy Sail Panel, may be costly and less effective than we expect in reducing the risk of infection and spread of COVID-19 on our cruise ships; further impairments of our goodwill, long-lived assets, equity investments and notes receivable; an inability to source our crew or our provisions and supplies from certain places; the incurrence of COVID-19 and other contagious diseases on our ships and an increase in concern about the risk of illness on our ships or when traveling to or from our ships, all of which reduces demand; unavailability of ports of call; growing anti-tourism sentiments and environmental concerns; changes in US foreign travel policy; the uncertainties of conducting business internationally and expanding into new markets and new ventures; our ability to recruit, develop and retain high quality personnel; changes in operating and financing costs; our indebtedness, any additional indebtedness we may incur and restrictions in the agreements governing our indebtedness that limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; the impact of foreign currency exchange rates, interest rate and fuel price fluctuations; the settlement of conversions of our convertible notes, if any, in shares of our common stock or a combination of cash and shares of our common stock, which may result in substantial dilution for our existing shareholders; our expectation that we will not declare or pay dividends on our common stock for the near future; vacation industry competition and changes in industry capacity and overcapacity; the risks and costs associated with protecting our systems and maintaining integrity and security of our business information, as well as personal data of our guests, employees and others; the impact of new or changing legislation and regulations or governmental orders on our business; pending or threatened litigation, investigations and enforcement actions; the effects of weather, natural disasters and seasonality on our business; emergency ship repairs, including the related lost revenue; the impact of issues at shipyards, including ship delivery delays, ship cancellations or ship construction cost increases; shipyard unavailability; the unavailability or cost of air service; and uncertainties of a foreign legal system as we are not incorporated in the United States.
In addition, many of these risks and uncertainties are currently heightened by and will continue to be heightened by, or in the future may be heightened by, the COVID-19 pandemic. It is not possible to predict or identify all such risks.
The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should consider the areas of risk described above, as well as those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, a copy of which may be obtained by visiting our Investor Relations website at www.rclinvestor.com or the SEC’s website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
Exhibit 1.1 – Underwriting Agreement, dated March 1, 2021, among the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto.
Exhibit 5.1 – Opinion of Watson Farley & Williams LLP.
Exhibit 23.1 – Consent of Watson Farley & Williams LLP (included in Exhibit 5.1).
Exhibit 99.1 – Press release dated March 3, 2021.
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ROYAL CARIBBEAN CRUISES LTD.|
|Date: March 3, 2021||By:||/s/ JASON T. LIBERTY|
|Name:||Jason T. Liberty|
|EVP, Chief Financial Officer|
|This ‘8-K’ Filing||Date||Other Filings|
|For Period end:||3/1/21||424B5, S-3ASR|
|12/31/20||10-K, 5, 8-K|
|List all Filings|