Royal Caribbean Group announces pricing of $1 billion offering of senior guaranteed notes and $1 billion offering of senior secured notes to refinance 2023 debt maturities

MIAMI, September 22, 2022 /PRNewswire/ — Royal Caribbean Cruises Ltd. (NYSE: RCL) (the “Company”) today announced that it has awarded the price for its concurrent private offerings of $1.0 billion Aggregate principal amount of 9.250% senior guaranteed notes due 2029 (the “Senior Guaranteed Notes”) and $1.0 billion Aggregate Principal Amount of 8.250% Senior Secured Notes due 2029 (the “Senior Secured Notes”, together with the Senior Guaranteed Notes, the “Notes”). The Company intends to use the proceeds from the sale of the Senior Guaranteed Notes and the Senior Backed Notes, together with available cash, to repay all of its outstanding 9.125% Senior Guaranteed Notes due 2023 and 10.875% Senior Backed Notes due 2023, respectively. concurrent with the respective closing of the Senior Guaranteed Notes and Senior Secured Notes offerings (including payment of fees and expenses associated with such redemptions).

The Senior Guaranteed Notes mature on January 15, 2029. The Senior Guaranteed Notes are guaranteed on a senior unsecured basis by RCI Holdings LLC, which owns 100% of the equity interest in certain of the Company’s ship-owned subsidiaries.

The Senior Secured Notes mature on January 15, 2029. The Senior Secured Notes are guaranteed by Celebrity Cruises Inc., Celebrity Cruises Holdings Inc. and certain of the Company’s ship-owned subsidiaries. The Senior Secured Notes and related guarantees are secured by 26 of the Company’s vessels and tangible intellectual property of the Company for an amount not exceeding the allowable capacity under the Company’s existing indebtedness.

The Notes are expected to be issued on or about October 6, 2022.

The completion of each offer is not dependent on the completion of the other offer.

Nothing in this document constitutes an offer to sell or the solicitation of an offer to buy any securities. The Notes are only being offered to persons who are reasonably believed to be qualified institutional purchasers in reliance on Rule 144A of the Securities Act 1933 in the currently valid version (the “Securities Act”) and outside The United Statesonly to certain non-US investors under Regulation S. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold The United States lack of registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

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This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and does not constitute an offer, solicitation or sale in any jurisdiction where such offer, solicitation or sale is possible would be illegal. This press release is being issued pursuant to and in accordance with Rule 135c of the Securities Act.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release, relating, among other things, to our future performance estimates, forecasts and projections, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding revenue, costs and financial results for 2022 and beyond. Words like “anticipate”, “believe”, “could”, “drive”, “estimate”, “expect”, “goal”, “intend”, “can”, “plan”, “project”, “aspire to,” “should”, “will”, “would”, “consider” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on estimates, are inherently uncertain and involve risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in these forward-looking statements Examples of these risks, uncertainties and other factors include, among others the following: the impact of the global emergence and continued spread of COVID-19, which has adversely impacted our business and far continue to affect liquidity and results of operations or other contagious diseases affecting economic conditions and the travel industry generally and our Company’s financial condition and results of operations in particular, such as B.: government and self-imposed travel restrictions and guest cancellations; our ability to extend the maturities of our existing banking facilities; our ability to obtain sufficient financing, capital or income to meet liquidity needs, capital expenditures, debt repayments and other financing needs; the effectiveness of actions we have taken to improve and meet our liquidity needs; the impact of the economic and geopolitical environment on key aspects of our business, including the conflict between Ukraine and Russia, such as cruise demand, passenger spending and operating costs; Incidents or negative publicity relating to our ships, port facilities, land destinations and/or passengers or the cruise industry generally; concerns about the safety, health and security of guests and crew; our COVID-19 protocols and any other health protocols we may develop in response to infectious diseases may be costly and less effective than we expect in reducing the risk of infection and the spread of such diseases on our cruise ships; further impairments of our goodwill, long-lived assets, investments and bills of exchange receivable; an inability to obtain our crew or our supplies and supplies from certain locations; an increase in concern about the risk of illness on our ships or when traveling to or from our ships, which reduces demand; unavailability of ports of call; growing anti-tourism sentiment and environmental concerns; changes in US foreign travel policy; the uncertainties of international business and expansion into new markets and new ventures; our ability to recruit, develop and retain highly qualified personnel; changes in operating and financing costs; our indebtedness, any additional indebtedness we may incur and limitations in the covenants that govern our indebtedness that limit our flexibility in conducting our business; the impact of exchange rates, the impact of higher interest rates and fuel prices; competition in the vacation industry and changes in industry capacity and overcapacity; the risks and costs associated with cybersecurity attacks, data breaches, protecting our systems and maintaining the integrity and security of our business information and personal data of our guests, employees and others; the impact of new or changing laws and regulations (including environmental regulations) or governmental orders on our business; pending or threatened legal proceedings, investigations and enforcement actions; the effects of weather, natural disasters and seasonality on our business; the impact of problems at shipyards, including ship delivery delays, ship cancellations or ship building cost increases; shipyard unavailability; the unavailability or cost of air service; and uncertainties of any foreign jurisdiction in which we are not incorporated The United States.

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In addition, many of these risks and uncertainties are currently being, and will be, or may in the future be exacerbated by the COVID-19 pandemic. It is not possible to predict or identify all of these risks.

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Forward-looking statements should not be construed as a prediction of actual results. Undue reliance should not be placed on the forward-looking statements contained in this press release, which are based on information available to us as of the date of this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About the Royal Caribbean Group

Royal Caribbean Group (NYSE: RCL) is one of the world’s leading cruise companies with a global fleet of 64 ships serving approximately 1,000 destinations around the world. Royal Caribbean Group owns and operates three award-winning cruise brands: Royal Caribbean International, Celebrity Cruises and Silversea Cruises, and also owns a 50% interest in a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises. Together, the brands have ordered a further 10 ships with immediate effect June 30, 2022.

SOURCE Royal Caribbean Group

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