Royal Caribbean Cruises Ltd. (RCL, Financial) has successfully completed a series of privately negotiated exchange transactions involving its 6.000% Convertible Senior Notes due 2025. The transactions, finalized on March 19, 2025, involved exchanging approximately $213 million in aggregate principal amount of these notes for around 3.3 million shares of the company's common stock and approximately $214 million in cash. This strategic move was funded with the company's existing liquidity resources.
The completion of these exchange transactions has resulted in the immediate cancellation of the exchanged notes, effectively reducing Royal Caribbean's weighted average shares outstanding on a fully diluted basis. Following these transactions, approximately $110 million in aggregate principal amount of the 2025 Notes remain outstanding.
The shares issued in these transactions were not registered under the Securities Act of 1933 but were issued in a private placement, relying on exemptions provided by the Act. The company ensured compliance by obtaining representations from each holder, confirming their status as institutional accredited investors and qualified institutional buyers.
This strategic financial maneuver underscores Royal Caribbean's commitment to optimizing its capital structure and enhancing its financial flexibility. The company continues to navigate the complexities of the financial markets with a focus on long-term stability and growth.
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