Obligation Regal Caribbean Cruises Ltd 5.25% ( US780153AU63 ) en USD

Regal Caribbean Cruises Ltd

100 % ▼

Etas-Unis

US780153AU63 ( en USD )

5.25% par an ( paiement semestriel )

14/11/2022 - Obligation échue

Prospectus brochure de l'obligation Royal Caribbean Cruises Ltd US780153AU63 en USD 5.25%, échue

2 000 USD

650 000 000 USD

780153AU6

B ( Très spéculatif )

B2 ( Très spéculatif )

Royal Caribbean Cruises Ltd. est une société de croisières basée aux Bahamas, exploitant des navires de croisière sous les marques Royal Caribbean International, Celebrity Cruises et Silversea Cruises, offrant des itinéraires variés à travers le monde.

L'Obligation émise par Regal Caribbean Cruises Ltd ( Etas-Unis ) , en USD, avec le code ISIN US780153AU63, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2022

L'Obligation émise par Regal Caribbean Cruises Ltd ( Etas-Unis ) , en USD, avec le code ISIN US780153AU63, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Regal Caribbean Cruises Ltd ( Etas-Unis ) , en USD, avec le code ISIN US780153AU63, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered

Offering Price
Registration Fee(1)
5.250% Senior Notes Due 2022
$
650,000,000 $
88,660
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Filed Pursuant to Rule 424(b)(5)
Reg. Statement No. 333-179854
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 1, 2012)
$650,000,000

5.250% Senior Notes Due 2022
Royal Caribbean will issue $650,000,000 aggregate principal amount of its 5.250% Senior Notes due 2022 (the "Senior Notes"). The Senior Notes will mature on November 15,
2022 and will accrue interest from November 7, 2012. Interest will be paid semi-annually on May 15 and November 15 of each year, commencing May 15, 2013.
We may redeem the Senior Notes in whole or in part at any time, or from time to time, at the redemption price described under the heading "Description of Senior Notes--Optional
Redemption" in this prospectus supplement.
The Senior Notes will constitute unsecured and unsubordinated indebtedness of Royal Caribbean Cruises Ltd. and will rank on parity with our other unsecured and unsubordinated
indebtedness. See "Description of Senior Notes" in this prospectus supplement.
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Investing in the Senior Notes involves risks that are described in the "Risk Factors" section beginning on page S-16 of this prospectus supplement and in "Item 1A--Risk
Factors" of our Annual Report on Form 10-K for the year ended December 31, 2011.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Senior Notes or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Senior Note

Total

Public Offering Price(1)

100.000% $650,000,000
Underwriting Discount

1.500% $ 9,750,000
Proceeds to the Company (before expenses)(1)

98.500% $640,250,000
(1)
Plus accrued interest, if any, in each case, from November 7, 2012 if settlement occurs after that date.
We expect that the Senior Notes will be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York on or about November 7,
2012.
Global Coordinators and Joint Physical Book-Running Managers
Citigroup

J.P. Morgan
Joint Book-Running Managers
BofA Merrill Lynch Goldman, Sachs & Co. Morgan Stanley RBS
Senior Co-Managers
BNP PARIBAS DNB Markets Scotiabank
Co-Managers
BB&T Capital Markets Deutsche Bank Securities Mitsubishi UFJ Securities Mizuho Securities
Raymond James SEB SMBC Nikko US Bancorp

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The date of this prospectus supplement is November 2, 2012.
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary
S-1

Risk Factors
S-16

Forward-Looking Statements
S-19

Use of Proceeds
S-21

Ratio of Earnings to Fixed Charges
S-21

Capitalization
S-22

Description of Senior Notes
S-23

Exchange Controls
S-34

United States Federal Income Tax Consequences
S-35

Underwriting (Conflicts of Interest)
S-38

Legal Matters
S-43

Experts
S-43

Where You Can Find More Information
S-43

Incorporation of Documents by Reference
S-44
Prospectus

The Company
1

About This Prospectus
1

Enforceability of Civil Liabilities
2
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Where You Can Find More Information
2

Risk Factors
3

Use of Proceeds
3

Ratio of Earnings to Fixed Charges
3

Description of Capital Stock
3

Description of Debt Securities
6

Selling Shareholders
15

Plan of Distribution
16

Validity of Securities
18

Experts
18
This prospectus supplement, the accompanying prospectus and any free writing prospectus that we prepare or authorize contain and incorporate by reference information that you
should consider when making your investment decision. We have not, and the underwriters have not, authorized any person to provide any information or represent anything about us
other than what is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us
or to which we have referred you. None of the information on our websites referred to in this prospectus supplement or accompanying prospectus is incorporated by reference herein. We
do not, and the underwriters and their affiliates and agents do not, take any responsibility for, and can provide no assurance as to the reliability of, information that others may provide
you. We are not, and the underwriters and their affiliates and agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate
only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. This
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prospectus supplement describes the specific details regarding this offering of Senior Notes. The accompanying prospectus provides more general information. To the extent information
in this prospectus supplement is inconsistent with the accompanying prospectus or any of the earlier-dated documents incorporated by reference into this prospectus supplement and the
accompanying prospectus, you should rely on this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus together with the additional
information about us described under "Incorporation of Documents by Reference" and "Where You Can Find More Information."
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SUMMARY
The following is a summary of the more detailed information appearing elsewhere or incorporated by reference in this prospectus supplement. It does not contain all of the
information that may be important to you. You should read this prospectus supplement in its entirety and the documents incorporated herein by reference, especially the informatio
discussed under the heading "Risk Factors" herein and in the documents incorporated by reference, before investing in the Senior Notes. As used in this prospectus supplement
unless otherwise indicated or the context otherwise requires, the terms "Royal Caribbean," the "Company," "we," "our" and "us" refer to Royal Caribbean Cruises Ltd. and its
subsidiaries and the terms "Royal Caribbean International," "Celebrity Cruises," "Pullmantur," "Azamara Club Cruises," "CDF Croisières de France," and "TUI Cruises" refer to
our cruise brands. In accordance with cruise vacation industry practice, the term "berths" is determined based on double occupancy per cabin even though many cabins can
accommodate three or more passengers. See "--Summary Financial and Other Data" for the definition of "EBITDA" and a reconciliation of EBITDA to net income.
This prospectus supplement also includes trademarks, trade names and service marks of other companies. Use or display by us of other parties' trademarks, trade names or
service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, these other parties other than as described herein.
Royal Caribbean Cruises Ltd.
We are the world's second largest cruise company operating 41 ships in the cruise vacation industry across six brands with an aggregate capacity of approximately 98,500 berths as
of October 15, 2012. Our global brands include Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises. These brands are complemented by our Pullmantur brand,
which has been custom tailored to serve the cruise markets in Spain, Portugal and Latin America; our CDF Croisières de France brand, which provides us with a custom tailored produc
targeted at the French market; and our 50% joint venture TUI Cruises, which is specifically tailored for the German market. The operating results of all of our brands are included in our
consolidated results of operations, except for TUI Cruises, which is accounted for under the equity method of accounting. See Note 1. General and Note 6. Other Assets to our
consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated herein by reference.
Our ships operate on a selection of worldwide itineraries that call on approximately 460 destinations on all seven continents. In addition to our headquarters in Miami, Florida, we
have offices and a network of international representatives around the world which focus on our global guest sourcing.
We compete principally on the basis of exceptional service provided by our crew, innovation and quality of ships, variety of itineraries, choice of destinations and price. We
believe that our commitment to build state-of-the-art ships and to invest in the maintenance and revitalization of our fleet to, among other things, incorporate our latest signature
innovations, allows us to continue to attract new and loyal repeat guests. We have also undertaken to expand globally and in 2012, we expect almost half of passenger ticket revenues to
come from outside of the United States.
We believe cruising continues to be a widely accepted vacation choice due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities. In addition,
we believe that our products appeal to a large consumer base and are not dependent on a single market or demographic.
We earned EBITDA of $1.7 billion and net income of $607.4 million in 2011 on $7.5 billion in revenues, compared to 2010 EBITDA of $1.5 billion and net income of
$515.7 million on $6.8 billion in revenues. Passenger ticket revenues and onboard and other revenues accounted for approximately 73% and 27%, respectively, of total revenues in 201
and 2010. Passenger ticket revenues generated by sales

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S-1
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originating in countries outside of the United States were approximately 49% and 45% of total passenger ticket revenues in 2011 and 2010, respectively. International guests have grown
from approximately 871,000 in 2007 to approximately 2.2 million in 2011. We generated net cash flow from operating activities of $1.5 billion in 2011 and $1.7 billion in 2010.
We generated EBITDA of $1.2 billion and net income of $411.1 million in the first nine months of 2012 on $5.9 billion in revenues, compared to EBITDA of $1.4 billion and net
income of $570.9 million on $5.8 billion in revenues in the first nine months of 2011. Passenger ticket revenues and onboard and other revenues accounted for approximately 73% and
27%, respectively, of total revenues in the first nine months of 2012 and 74% and 26%, respectively, of total revenues in the first nine months of 2011.
See "--Summary Financial and Other Data" for the definition of EBITDA and a reconciliation of EBITDA to net income.
Industry Overview
Cruising is considered a well-established vacation sector in the North American market, a growing sector in the European market and a developing and promising sector in several
other emerging markets. Industry data indicates that a significant portion of cruise guests carried are first-time cruisers. We believe this presents an opportunity for long-term growth and
a potential for increased profitability.
We estimate that the global cruise industry carried 20.2 million cruise guests in 2011 compared to 18.8 million cruise guests carried in 2010. We estimate that the global cruise flee
was served by approximately 417,000 berths on approximately 285 ships at the end of 2011. There are approximately 20 ships with an estimated 62,000 berths that are expected to be
placed in service in the global cruise market between 2012 and 2016, although it is also possible that ships could be taken out of service during these periods. The majority of cruise
guests have historically been sourced from North America and Europe.
North America
Although the North American cruise market historically experienced significant growth, the compound annual growth rate in cruise guests for this market was approximately 3.2%
from 2007 to 2011. This more limited growth is attributable in large part to the recent emphasis on international growth within the cruise industry. We estimate that North America was
served by 138 ships with approximately 201,000 berths at the beginning of 2007 and by 143 ships with approximately 248,000 berths at the end of 2011. There are approximately 10
ships with an estimated 34,000 berths that are expected to be placed in service in the North American cruise market between 2012 and 2016.
Europe
In Europe, cruising represents a smaller but growing sector of the vacation industry. It has experienced a compound annual growth rate in cruise guests of approximately 9.6% from
2007 to 2011 and we believe this market has continued growth potential. We estimate that Europe was served by 104 ships with approximately 100,000 berths at the beginning of 2007
and by 121 ships with approximately 155,000 berths at the end of 2011. There are approximately 10 ships with an estimated 28,000 berths that are expected to be placed in service in th
European cruise market between 2012 and 2016.
Other Markets
In addition to expected industry growth in North America and Europe as discussed above, we expect the Asia/Pacific region to demonstrate an even higher growth rate in the near
term, although it will continue to represent a relatively small sector compared to North America and Europe.

S-2
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