Item 1.01 Entry into a Material Definitive Agreement.
2.875% Convertible Senior Notes due 2023
On
The Convertible Notes were issued by the Company pursuant to an indenture, dated
The Company may redeem all, but not part, of the Convertible Notes upon the occurrence of specified tax events set forth in the Indenture. Other than in connection with such specified tax events, the Company may not redeem the Convertible Notes.
The initial conversion rate per
Holders of the Convertible Notes may require the Company, upon the occurrence of certain events that constitute a fundamental change under the Indenture, to offer to repurchase the Convertible Notes at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. In connection with certain corporate events or if the Company issues a notice of tax redemption, it will, under certain circumstances, increase the conversion rate for holders of the Convertible Notes who elect to convert their Convertible Notes in connection with such corporate event or for holders of the Convertible Notes whose Convertible Notes are called for tax redemption and convert their Convertible Notes during the relevant redemption period. The Indenture also contains customary events of default.
The Convertible Notes were offered and sold in a private offering that was
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The Convertible Notes were offered within
The Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above descriptions of the material terms of the Indenture and the Convertible Notes are qualified in their entirety by reference to such exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sale of
The information required by Item 3.02 relating to the sale of the Convertible Notes is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.
The Company offered and sold the Convertible Notes to the initial purchasers in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act, and for resale by the initial purchasers to qualified
institutional buyers pursuant to the exemption from registration provided by
Rule 144A under the Securities Act. The Company relied on these exemptions from
registration based in part on representations made by the initial purchasers in
the purchase agreement relating to the Convertible Notes Offering. The shares of
Common Stock issuable upon conversion of the Convertible Notes, if any, have not
been registered under the Securities Act and may not be offered or sold in
Item 8.01 Other Events. Common Stock Offering
On
The Equity Offering was registered under the Securities Act pursuant to a
registration statement on Form S-3 (File No. 333-223241) (the "Registration
Statement") filed by the Company with the
The legality opinion of
Press Releases
On
On
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," "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;
concerns over safety, health and security of guests and crew; 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
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-
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 4.1 - Indenture, dated
Exhibit 5.1 - Opinion ofWatson Farley & Williams LLP .
Exhibit 23.1 - Consent of
Exhibit 99.1 - Press release dated
Exhibit 99.2 - Press release dated
Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
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