As filed with the Securities and Exchange Commission on February 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
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Republic of Liberia
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98-0081645
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1050 Caribbean Way
Miami, Florida 33132
(305) 539-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
R. Alexander Lake
Senior Vice President, Chief Legal Officer and Secretary
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
(305) 539-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Laura Kaufmann Belkhayat, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
PROSPECTUS
Royal Caribbean Cruises Ltd.
Common Stock
Preferred Stock
Debt Securities
From time to time with this prospectus, we may offer, issue and sell, together or separately, common stock, preferred stock and debt securities, and certain shareholders named in this prospectus or to be identified in the future may offer common stock. We provide more information about how we or the selling shareholders may elect to sell our securities in the section titled “Plan of Distribution” on page 19 of this prospectus. Specific prices and terms of these securities and offerings will be provided in one or more supplements to this prospectus to the extent required by law. Before you invest, you should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you make your investment decision.
Our common stock is listed on the New York Stock Exchange under the symbol “RCL.” On February 26, 2024, the last reported sale price of our common stock was $119.57 per share.
Investing in these securities involves risks. See “Risk Factors” on page 6 of this prospectus, in any prospectus supplement accompanying this prospectus and in our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission after our most recent Annual Report and, if applicable, any other documents incorporated herein or in the relevant prospectus supplement by reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 29, 2024
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act. Under this shelf registration process, we and the selling shareholders may offer and sell, from time to time, any combination of the securities described in this prospectus in one or more offerings. This prospectus only provides you with a general description of the securities we and/or the selling shareholders may offer. If required by applicable law, each time we or one or more selling shareholders sell securities under this prospectus, we will provide a prospectus supplement to this prospectus that will contain specific information about the terms of the offering, including the specific amounts, prices and terms of the securities offered. We may also add, update or change in a prospectus supplement any information contained in this prospectus. To the extent any statement made in a prospectus supplement or a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement or the incorporated document. You should carefully read both this prospectus and any prospectus supplement together with the additional information incorporated herein and therein described under the heading “Where You Can Find More Information” before you make any investment decision.
You should rely only on the information contained in or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. Neither we nor the selling shareholders have authorized anyone to provide you with any different information. We are not making offers to sell these securities in any jurisdiction where the offer is not permitted. The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in or incorporated by reference in this prospectus or any accompanying prospectus supplement or in any free writing prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus or of any prospectus supplement, free writing prospectus or document incorporated by reference.
When used in this prospectus, the terms the “Company,” “we,” “our”, and “us” refer to Royal Caribbean Cruises Ltd. only, and not to its subsidiaries, unless the context requires otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
The SEC allows us to “incorporate by reference” information into this prospectus and any accompanying prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus and any accompanying prospectus supplement, except for any information superseded by information contained directly in this prospectus, any accompanying prospectus supplement, any subsequently filed document deemed incorporated by reference or any free writing prospectus prepared by or on behalf of us.
We are incorporating by reference the documents listed below, and all documents that we file after the date of this prospectus with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of securities covered by this prospectus:
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The description of the Company’s Capital Stock filed as Exhibit 4.2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024; and
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Unless we specifically state otherwise, none of the information furnished under Items 2.02 or 7.01 in our Current Reports on Form 8-K is, or will be, incorporated by reference in this prospectus.
We will provide to each person, including any beneficial owner, to whom a prospectus has been delivered, free of charge, upon oral or written request copies of any documents that we have incorporated by reference into this prospectus. You can obtain copies through our Investor Relations website at www.rclinvestor.com or by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132; telephone (305) 539-6000. The information on our website is not incorporated into this prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement and any documents incorporated by reference include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance contained in our periodic reports, business and industry prospects or future results of operations or financial position, made in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference are forward-looking. 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 further identify any of these forward-looking statements. Forward-looking statements reflect management’s current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that 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, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
The forward-looking statements included in this prospectus speak only as of the date of this document. Readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a Liberian corporation. Certain of our directors and controlling persons are residents of jurisdictions other than the United States, and all or a substantial portion of their assets and a significant portion of our assets are located outside the United States. As a result, it may be difficult for investors to serve process within the United States upon us or those persons or to enforce against us or them judgments obtained in United States courts based upon civil liability provisions of the federal securities laws of the United States. We have been advised by the law firm of Watson Farley & Williams LLP (as to Liberian law), that, both in original actions and in actions for the enforcement of judgments of United States courts, there is doubt as to whether civil liabilities based solely upon the United States federal securities laws are enforceable in Liberia.
THE COMPANY
We are one of the leading cruise companies in the world. We own and operate three global cruise brands: Royal Caribbean International, Celebrity Cruises, and Silversea Cruises (collectively, our “Global Brands”). We also own a 50% joint venture interest in TUI Cruises GmbH, which operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively our “Partner Brands”). Together, our Global Brands and our Partner Brands have a combined fleet of 65 ships in the cruise vacation industry with an aggregate capacity of approximately 157,575 berths as of December 31, 2023.
Our ships operate on a selection of worldwide itineraries that call on more than 1,000 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 primarily focus on sales and market development.
We compete principally by operating valued brands that offer exceptional service provided by our crew and on the basis of 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 upgrade of our fleet to, among other things, incorporate many of our latest signature innovations, allows us to continue to attract new and loyal repeat guests.
We believe cruising continues to be a popular vacation choice due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities. In addition, we believe our brands are well-positioned globally and possess the ability to attract a wide range of guests by appealing to multiple customer bases allowing our global sourcing to be well diversified.
Royal Caribbean International was founded in 1968. The current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia. Our headquarters are located at 1050 Caribbean Way, Miami, Florida 33132. Our telephone number at that address is (305) 539-6000. We maintain internet websites at www.royalcaribbeangroup.com, www.royalcaribbean.com, www.celebritycruises.com, www.silversea.com, www.tuicruises.com and www.hl-cruises.com. Information for our investors is available at www.rclcorporate.com. The information on our websites is not incorporated into this prospectus.
RISK FACTORS
Investing in our securities involves risk. You should consider carefully the risks and uncertainties described under the heading “Risk Factors” in any applicable prospectus supplement and under the caption “Risk Factors” in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, which are incorporated herein by reference, before you decide whether to purchase any of our securities. These risks could materially affect our business, financial condition, results of operations and cash flows, and you may lose part or all of your investment. For more information, see the section of this prospectus titled “Where You Can Find More Information.”
USE OF PROCEEDS
Unless we specify otherwise in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities offered by this prospectus for capital expenditures, the repayment of indebtedness, working capital and other general corporate purposes.
Unless set forth in any accompanying prospectus supplement, we will not receive any of the proceeds of any sales of common stock by the selling shareholders.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the capital stock of Royal Caribbean Cruises Ltd. (“us,” “our,” “we” or the “Company”). Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange under the symbol “RCL.”
The following summary description of the terms of our capital stock is not complete and is qualified by reference to our Articles of Incorporation, as amended (“Articles of Incorporation”), and our Amended and Restated By-Laws, as amended (“By-Laws”), both of which are exhibits to our Annual Report on Form 10-K.
Common Stock
General
Our directors generally have the power to cause shares of our common stock to be issued for any corporate purpose.
All of the rights of our common stock are subject to any rights of preferred stock.
Voting Rights
Holders of our common stock are entitled to one vote per share on all matters submitted to our shareholders, and unless the Business Corporation Act of Liberia (the “BCA”) otherwise provides, and subject to any rights of holders of preferred stock, the presence in person or by proxy of shareholders holding between them shares having a majority of the votes entitled to be cast at any meeting of shareholders will generally constitute a quorum for the transaction of business at that meeting, but if a meeting is reconvened twice for lack of a quorum then the quorum for the transaction of business at the second reconvened meeting is one third of the votes entitled to be cast at such meeting. We cannot subject the holders of our common stock to further calls or assessments. Under our Articles of Incorporation, holders of our common stock have no preemptive rights. Holders of our common stock are not entitled to cumulative voting for directors, subscription or conversion rights.
Neither Liberian law nor our Articles of Incorporation nor any of our other organizational documents limit the right of persons who are not citizens or residents of Liberia to hold or vote our common stock. However, in June 2000, our Articles of Incorporation were amended to prohibit any person, other than A. Wilhelmsen AS and Cruise Associates or their permitted transferees, from beneficially owning, as determined for purposes of Section 883(c)(3) of the United States Internal Revenue Code of 1986 as amended, and the regulations promulgated thereunder, shares that give such person in the aggregate more than 4.9% of the relevant class or classes of our stock that trade on an established securities market, unless such person is given an exemption by us.
Dividends
Holders of our common stock have a right, pro rata based on number of shares held, to receive dividends when declared by our board of directors out of funds legally available for the distribution of dividends, subject to any rights of holders of preferred stock.
Sales of Assets, Liquidation and Mergers
Under the BCA, the sale of all or substantially all of our assets and any decisions by us to liquidate or dissolve must be approved by the holders of two-thirds of the outstanding shares entitled to vote thereon. Holders of only one-half of the outstanding shares of our common stock may elect to institute judicial dissolution proceedings on our behalf under the BCA on certain grounds. In the event of our liquidation or dissolution, the holders of our common stock will be entitled to share pro rata, based on the number of shares held, in the net assets available for distribution to them, after we have paid amounts owed to all creditors and we have paid holders of our outstanding preferred stock the liquidation preferences to which they are entitled.
Under the BCA, the holders of a majority of the outstanding shares entitled to vote thereon generally need to approve a merger or consolidation involving us (other than a merger or consolidation with certain of our subsidiaries of which we own at least 90%, and other than certain mergers following tender offers). If more than one class of stock is outstanding at the time of a merger, a separate class vote may also be required.
Call of Meetings
Our By-Laws provide that special meetings of our shareholders can be called at any time by either our board of directors or the Chief Executive Officer, and shall be called at any time by our Secretary at the request of our shareholders holding at least 50% of the votes entitled to be cast at the meeting. In addition, under the BCA, our shareholders holding 10% of the shares entitled to vote in an election of directors or more may call for a meeting of shareholders if there has been a failure to hold an annual meeting.
Election of Directors
Our directors are elected, at either any annual meeting or any special meeting, by a majority of the votes cast by shareholders entitled to vote, and cumulative voting is not permitted. Vacancies on our board of directors are filled by the vote of a majority of the remaining board members for the unexpired term. Directors are elected for one-year terms.
Amendments to Our Articles of Incorporation and By-Laws
Any amendment to our Articles of Incorporation or any amendment to our By-Laws by our shareholders generally requires the authorization by affirmative vote of the holders of not less than two-thirds of all outstanding shares entitled to vote. This requirement does not apply to: (1) an amendment to change the authorized number of shares of stock; (2) an amendment to change our registered agent or registered address; or (3) an amendment for establishing and designating the shares of any class or of any series of any class of preferred stock. In the first case, our Articles of Incorporation can be amended by the affirmative vote of the holders of a majority of all of our outstanding shares entitled to vote and, if there are multiple classes of stock outstanding, a majority of the shares of the class being increased or decreased. In the second case, our board of directors may amend our Articles of Incorporation without shareholder consent to change our registered agent or registered address. In the third case, our board of directors has the power to establish and designate new classes or series of preferred stock without shareholder consent. In addition, our board of directors has the power to adopt, amend or repeal our By-Laws.
Dissenters’ Rights of Appraisal and Payment
Under Liberian law, our shareholders have the right to dissent from various corporate actions, including any merger or certain sales, leases, exchanges or other dispositions of all or substantially all of our assets not made in the usual and regular course of our business, and have the right to receive payment of the fair value of their shares. If we amend our Articles of Incorporation in a way that alters certain rights of any of our shareholders, those shareholders have the right to dissent and receive payment for their shares. The dissenting shareholders may not receive that payment unless they follow the procedures set forth in the BCA. Those procedures require that if we cannot agree with our dissenting shareholders on a price for the shares, we shall institute a special proceeding in a Liberian court of competent jurisdiction or any other court of competent jurisdiction in which the corporation or other entity maintains offices; but in the case of a merger, consolidation, re-domiciliation or reregistration where the offering entity is a foreign entity without an office in Liberia, proceedings shall be brought in the country where the office of the Liberian corporation, whose shares are to be valued, was located or any other court of competent jurisdiction. The value of the shares of any dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.
Shareholders’ Actions
Under Liberian law, any of our shareholders or the holder of a beneficial interest in our shares may bring an action in our name to procure a judgment in our favor, provided that shareholder is a holder of our shares or of a beneficial interest in such shares at the time of bringing the action and that he was such a
holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law, among other requirements.
Advance Notice Provisions
Our By-Laws contain advance notice provisions with respect to shareholder nominations of candidates for election as directors and of any other business that the shareholder intends to bring at a meeting of shareholders other than procedural matters relating to the conduct of the meeting.
Limitations Under Indebtedness
Agreements governing certain of our indebtedness contain covenants that impose restrictions (subject to some exceptions) on us and our subsidiaries’ ability to take certain corporate actions.
Transfer Agent
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
Preferred Stock
Our board of directors is authorized to provide for the issuance of preferred stock in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred stock. At the time that any series of our preferred stock is authorized, our board of directors will fix any dividend rights, any conversion rights, any voting rights, any redemption provisions, any liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other rights that could adversely affect the holders of our common stock or make it more difficult to effect a change in control. Our preferred stock could be used to dilute the stock ownership of persons seeking to obtain control of us and thereby hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders. In addition, our preferred stock could be issued with voting, conversion and other rights and preferences which would adversely affect the voting power and other rights of holders of our common stock.
Liability of Directors and Officers
Our Articles of Incorporation contain provisions which provide that our directors are not liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director. In practice, we expect this eliminates the potential for monetary damages resulting from breach of fiduciary duties other than liability for:
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breaches of the duty of loyalty;
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acts or omissions not in good faith;
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acts or omissions which involve intentional misconduct or a knowing violation of law; or
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any transactions in which the director derived an improper personal benefit.
In addition, our Articles of Incorporation provide that directors and officers shall be indemnified and held harmless by us to the fullest extent permitted by Liberian law, if a director or officer is a party to or is threatened to be made a party to an action, suit or proceeding by reason of the fact that such person is or was our director or officer or serving at our request as a director or officer of another entity. Our By-Laws also contain provisions regarding the indemnification of directors and officers.
We believe that these provisions are necessary to attract and retain qualified persons as our directors and officers.
DESCRIPTION OF DEBT SECURITIES
The following summarizes some of the general terms and conditions of the debt securities that we may issue under this prospectus. Each time we issue debt securities under this prospectus, we will file a prospectus supplement with the SEC. The prospectus supplement may contain additional terms of those debt securities. The terms presented here, together with the terms contained in the prospectus supplement, will be a description of the material terms of the debt securities, but if there is any inconsistency between the terms presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace those presented here.
We will issue the debt securities under an indenture dated as of July 31, 2006 between us and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as trustee. We will issue each series of debt securities under the terms of a supplemental indenture or an officers’ certificate delivered under the authority of resolutions adopted by our board of directors and the indenture. The terms of any debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The debt securities will be subject to all those terms, and we refer the holders of debt securities to the indenture, which was filed as an exhibit to our Registration Statement on Form S-3, file no. 333-158161, and is incorporated by reference into the registration statement of which this prospectus is a part, and the Trust Indenture Act for a statement of those terms.
The following summaries of various provisions of the indenture and the debt securities are not complete. Unless we indicate otherwise, capitalized terms have the meanings given to them in the indenture. All section references below are to sections of the indenture.
General
The debt securities will be unsecured unsubordinated obligations and will rank equally with all of our other unsubordinated debt and will be effectively junior to our existing and future secured indebtedness to the extent of the assets securing such indebtedness. The indenture does not limit the aggregate principal amount of debt securities that we may issue, and we may issue debt securities periodically in series. In addition, the indenture does not limit the ability of our subsidiaries to incur debt other than secured debt. Any debt incurred by our subsidiaries ranks structurally senior to any debt incurred by us with respect to the assets of the subsidiary borrower (unless that subsidiary issues a subsidiary guarantee). We do not have to issue all the debt securities of one series at the same time and, unless we otherwise specify in a prospectus supplement, we may reopen a series to issue more debt securities of that series without the consent of any holder of debt securities, including the holder of such series. (Sections 301 and 303) The indenture provides that more than one trustee may be appointed under the indenture to act on behalf of the holders of the different series of debt securities.
We refer you to the prospectus supplement relating to the debt securities of any particular series for a description of the terms of those debt securities, including, where applicable:
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the title of those debt securities;
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the aggregate principal amount of those debt securities and any limit on the aggregate principal amount of those debt securities and whether the debt securities are part of a series of securities previously issued or represent a new series;
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the person to whom any interest (which includes any additional amounts, see “— Tax Related Considerations — Payment of Additional Amounts”) on those debt securities will be payable,
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if not the person in whose name a debt security is registered at the close of business on the regular record date for that interest;
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the date or dates on which the principal of those debt securities is payable, or the method by which that date or those dates will be determined;
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the interest rate or rates, which may be fixed or variable, of those debt securities, if there is any interest, or the method by which that rate or those rates will be determined;
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the date or dates from which interest will accrue and the dates on which interest will be payable;
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the regular record date for any interest payable on any interest payment date or the method by which that date will be determined;
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the basis upon which interest will be calculated if not based on a 360-day year of twelve 30-day months;
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the place or places where the principal of and any premium and interest on those debt securities will be payable;
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the times at which, prices at which, currency in which and the other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option;
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any obligation we have to redeem, repay, purchase, or offer to purchase those debt securities according to any sinking fund or similar provisions or at a holder’s option and the times at which, prices at which, currency in which and the other terms and conditions upon which those debt securities will be redeemed, repaid or purchased;
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our right to defease those debt securities or various restrictive covenants and events of default applicable to those debt securities under limited circumstances (see “— Defeasance — Defeasance and Discharge” and “— Defeasance — Defeasance of Certain Covenants”);
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if not in United States dollars, the currency in which we are to pay principal of and any premium and interest on those debt securities and the equivalent of those amounts in United States dollars;
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any index, formula or other method used to determine the amount of the payments of principal of or any premium and interest on those debt securities;
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if those debt securities are to be issued only in the form of a global security as described under “— Book-Entry Debt Securities,” the depositary for those debt securities or its nominee and the circumstances under which the global security may be registered for transfer or exchange or authenticated and delivered in the name of a person other than the depositary or its nominee;
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if any payment, other than the principal of or any premium or interest on those debt securities, may be payable, at our or a holder’s election, in a currency that is not the currency in which those debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made;
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if not the entire principal amount of those debt securities, the portion of the principal amount of those debt securities which will be payable upon declaration of acceleration or, if the debt
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securities are convertible, the portion of the principal amount of those debt securities that is convertible under the provisions of the indenture;
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any provisions granting special rights to the holders of those debt securities if specified events occur;
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any deletions from, modifications of or additions to, the events of default or our covenants applicable to those debt securities, whether or not those events of default or covenants are consistent with the events of default or covenants described in this prospectus;
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whether and under what circumstances we will not pay additional amounts on those debt securities to a holder and whether or not we may redeem those debt securities rather than pay those additional amounts and the terms of that option to redeem;
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any obligation we have to convert those debt securities into shares of our common stock or preferred stock and the initial conversion price or rate, the conversion period, any adjustment of the applicable conversion price, any requirements regarding the reservation of shares of our capital stock for the conversion and other terms and conditions of the conversion; and
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any other terms of those debt securities. (Section 301).
The debt securities may provide that less than their entire principal amount will be payable upon acceleration of their maturity (“original issue discount securities”). We will describe any special United States federal income tax, accounting and other considerations that apply to original issue discount securities in the applicable prospectus supplement.
Denominations, Interest, Registration and Transfer
Unless we indicate otherwise in the applicable prospectus supplement, we will issue the debt securities of any series in denominations of $1,000 and integral multiples of $1,000. (Section 302)
Unless we otherwise specify in the applicable prospectus supplement, we will pay the principal of and any premium and interest on any series of debt securities at the corporate trust office of the trustee, currently located at 10161 Centurion Parkway, Jacksonville, FL 32256. However, we may pay interest by check mailed to the address in the security register of the person entitled to that interest or by wire transfer of funds to that person’s United States bank account. (Sections 307 and 1002)
Any interest on a debt security that we do not punctually pay or provide for on an interest payment date will after that date not be payable to the holder on the related regular record date. Instead, that interest may either be paid to the person in whose name that debt security is registered at the close of business on a special record date designated by the trustee or be paid at any time in any other lawful manner as described in the indenture. If the trustee establishes a special record date, it will notify the holder of that date not less than 10 days prior to that date. (Section 307)
Subject to some limitations imposed on debt securities issued in book-entry form, a holder may exchange debt securities of any series for other debt securities of that series as long as the newly issued debt securities are issued in the same aggregate principal amount as the debt securities being exchanged and in an authorized denomination. The holder must surrender the debt securities to be exchanged at the corporate trust office of the trustee. In addition, subject to some limitations imposed on debt securities issued in book-entry form, a holder may surrender for conversion, if convertible, or register for transfer the debt securities of any series at the corporate trust office of the trustee. Every debt security surrendered for conversion or registration of transfer or exchange must be endorsed or accompanied by a written instrument of transfer. We will not impose a service charge for any registration of transfer or exchange of any debt securities, but we may require payment of an amount that will cover any tax or other governmental charge payable as a result of the transfer or exchange. (Section 305) If we designate a transfer agent for any series of debt securities, we may rescind that designation at any time. We may also approve a new location for that transfer agent to act, provided that we maintain a transfer agent in each place of payment for that series of debt securities. We may at any time designate additional transfer agents for any series of debt securities. (Section 1002)
In the event of any redemption of any series of debt securities in part, neither we nor the trustee will be required to:
•
issue, register the transfer of or exchange debt securities of that series during the period beginning at the opening of business 15 days before the mailing of the redemption notice for those debt securities and ending at the close of business on the mailing date of the redemption notice; or
•
register the transfer of or exchange any debt security or any portion of a debt security called for redemption, except the unredeemed portion of any debt security being redeemed in part. (Section 305).
Covenants
We will describe any particular covenants relating to a series of debt securities in the prospectus supplement relating to that series. The “covenant defeasance” provisions described below will apply to those covenants unless we provide otherwise in a prospectus supplement related to a particular series of debt securities.
Restrictions on Consolidation, Merger and Certain Sales of Assets
Without the consent of the holders, we may consolidate with or merge with or into, or convey, transfer or lease our properties and assets substantially as an entirety to, any person and may permit any person to merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to us if:
•
immediately after giving effect to that transaction, and treating any indebtedness that becomes our obligation as a result of the transaction as having been incurred by us at the time of the transaction,
no event of default and no event which after notice or lapse of time or both would become an event of default shall have occurred and be continuing; and
•
the successor person assumes all our obligations under the indenture; provided that the successor person is a corporation, trust or partnership organized under the laws of the United States, any state of the United States, the District of Columbia, the Republic of Liberia or any country recognized by the United States. (Section 801).
Events of Default
Except as we may otherwise provide in a prospectus supplement for any particular series of debt securities, the following events are “events of default” for any series of debt securities:
•
our failure to pay interest or any additional amounts on those debt securities for 30 days after that interest or those additional amounts become due;
•
our failure to pay the principal or any premium on those debt securities when due at maturity;
•
our failure to deposit any sinking fund payment for those debt securities when due;
•
our failure to perform any other covenants in the indenture for 60 days after written notice has been given as provided in the indenture;
•
our failure to pay when due any payment on, or the acceleration of, any of our indebtedness for money borrowed that exceeds $50 million in the aggregate under any mortgages, indentures (including the indenture for the debt securities) or instruments under which we may have issued, or which there may have been secured or evidenced, any of our indebtedness for money borrowed, if that indebtedness is not discharged or the acceleration is not annulled within 30 days after written notice has been given as provided in the indenture;
•
the occurrence of certain events of bankruptcy, insolvency or reorganization; or
•
the occurrence of any other event of default that we provide for debt securities of that series. (Section 501).
If an event of default affecting any series of debt securities occurs and continues, either the trustee or the holders of at least 25% of the aggregate principal amount of the debt securities of that series then outstanding may declare the principal amount (or, if the debt securities of that series are original issue discount securities or indexed securities, the portion of the principal amount specified in the terms of that series) of all of the debt securities of that series to be immediately due and payable. At any time after a declaration of acceleration affecting debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the debt securities outstanding of that series may, under limited circumstances, rescind and annul that acceleration. (Section 502)
The indenture requires that we file annually with the trustee a certificate of our principal executive, financial or accounting officer as to his or her knowledge of our compliance with all conditions and covenants of the indenture. (Section 1005)
We refer you to the prospectus supplement relating to each series of debt securities that are original issue discount securities for the particular provisions regarding acceleration of the maturity of a portion of the principal amount of those original issue discount securities if an event of default occurs and continues.
Subject to the provisions of the indenture relating to the trustee’s duties, if an event of default occurs and continues, the indenture provides that the trustee is not required to exercise any of its rights or powers under the indenture at the request, order or direction of holders unless those holders have offered to the trustee reasonable indemnity. (Section 603) Subject to those provisions regarding indemnification and rights of the trustee, the indenture provides that the holders of a majority in principal amount of the debt securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. (Section 512)
Defeasance and Satisfaction and Discharge
The obligations that we have under the indenture will not apply to the debt securities of a series (except for our obligations to register any transfer or exchange of those debt securities and provide for additional amounts) when all those debt securities:
•
have been delivered to the trustee for cancellation;
•
have become due and payable; or
•
will upon their stated maturity or redemption within one year become due and payable,
•
and we have irrevocably deposited with the trustee as trust funds for that purpose an amount sufficient to pay and discharge the entire indebtedness on those debt securities. (Section 401)
The prospectus supplement relating to the debt securities of any series will state if any additional defeasance provisions will apply to those debt securities.
Defeasance and Discharge
The indenture allows us to elect to defease and be discharged from all of our obligations with respect to any series of debt securities then outstanding (except for those obligations to pay additional amounts, register the transfer or exchange of the debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust) provided the following conditions have been satisfied:
•
We have deposited in trust with the trustee (a) funds in the currency in which the debt securities are payable, or (b) if the debt securities are denominated in United States dollars, (A) United States Government Obligations or (B) a combination of United States dollars and United States Government Obligations in each case, in an amount sufficient to pay and discharge the principal, interest, premium and any mandatory sinking fund payments on the outstanding debt securities of the series; and
•
We have delivered to the trustee an opinion of counsel that states that the discharge will not be considered, or result in, a taxable event to the holders of the debt securities of the series. (Section 403).
Defeasance of Certain Covenants
The indenture states that if the debt securities of a series so provide, we need not comply with some restrictive covenants applicable to those debt securities (except for our obligation to pay additional amounts) and that our failure to comply with those covenants will not be considered events of default under the indenture and those debt securities if the following conditions have been satisfied:
•
We have deposited in trust with the trustee (a) funds in the currency in which the debt securities are payable, or (b) if those debt securities are denominated in United States dollars, (A) United States Government Obligations or (B) a combination of United States dollars and United States Government Obligations in each case, in an amount sufficient to pay and discharge the principal, interest, premium and any mandatory sinking fund payments on the outstanding debt securities of the series; and
•
We have delivered to the trustee an opinion of counsel that states that the discharge will not be considered, or result in, a taxable event to the holders of the debt securities of the series. (Section 1004).
Modification of the Indenture
We and the trustee may modify or amend the indenture if we obtain the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification or amendment. However, the indenture may not be modified or amended to:
•
change the stated maturity of the principal of, or any installment of principal of or any interest on, any debt security;
•
reduce the principal amount of any debt security;
•
reduce the rate of interest on any debt security;
•
reduce any additional amounts payable on any debt security;
•
reduce any premium payable upon the redemption of any debt security;
•
reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of its maturity under the terms of the indenture;
•
change any place of payment where, or the currency in which any debt security or any premium or interest on that debt security is payable;
•
impair the right to institute suit for the enforcement of any payment of principal of or premium or any interest on any debt security on or after its stated maturity, or, in the case of redemption, on or after the redemption date;
•
reduce the percentage in principal amount of the outstanding debt securities of any series, the consent of whose holders is required for the supplemental indenture;
•
reduce the percentage in principal amount of the outstanding debt securities of any series, the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults under the indenture and their consequences; or
•
modify any of the provisions relating to supplemental indentures, waiver of past defaults or waiver of certain covenants, except to increase the percentage in principal amount of the outstanding debt securities of a series required for the consent of holders to approve a supplemental indenture or a waiver of a past default or compliance with certain covenants or to provide that certain other provisions of the indenture cannot be modified or waived,
without the consent of the holders of each of the debt securities affected by that modification or amendment. (Section 902)
We and the trustee may amend the indenture without notice to or the consent of any holder of debt securities for any of the following purposes:
•
to evidence that another person is our successor and that that person has assumed our covenants in the indenture and in the debt securities as obligor;
•
to add to our covenants for the benefit of the holders of all or any series of debt securities;
•
to surrender any right or power conferred upon us in the indenture;
•
to add additional events of default;
•
to add or change any provisions of the indenture to the extent necessary to permit or facilitate issuing debt securities in bearer form, whether registrable or not as to principal, and with or without interest coupons;
•
to permit or facilitate the issuance of debt securities in uncertificated form;
•
to add to, change or eliminate any of the provisions of the indenture affecting one or more series of debt securities, provided that the addition, change or elimination:
•
shall not (X) apply to debt securities of any series created before the execution of the supplemental indenture and entitled to the benefit of that provision or (Y) modify the rights of any holder of those outstanding debt securities with respect to such provision, or
•
shall become effective only when there are no such debt securities of that series outstanding;
•
to establish the form or terms of debt securities of any series as permitted by the indenture, including any provisions and procedures relating to debt securities convertible into our common stock or preferred stock;
•
to evidence and provide for the acceptance of appointment of a successor trustee for the debt securities of one or more series and to add to or change any of the provisions of the indenture necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;
•
to secure the debt securities;
•
to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate the defeasance and discharge of any series of debt securities under the indenture if doing so does not adversely affect the interests of the holders of debt securities of that series or any other series in any material respect;
•
to cure any ambiguity, to correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture if doing so does not adversely affect the interests of the holders of debt securities of that series or any other series in any material respect; or
•
to make any other provisions regarding matters or questions arising under the indenture if doing so does not adversely affect the interests of the holders of debt securities of that series or any other series in any material respect. (Section 901).
Conversion Rights
We will describe any terms and conditions upon which the debt securities are convertible into our common stock or preferred stock in the applicable prospectus supplement. Those terms will include:
•
whether those debt securities are convertible into our common stock or preferred stock;
•
the conversion price or manner of calculating the conversion price;
•
the conversion period;
•
provisions as to whether conversion will be at our option or the option of the holders;
•
the events requiring an adjustment of the conversion price; and
•
provisions affecting conversion in the event of the redemption of those debt securities. (Section 301).
Book-Entry Debt Securities
We may issue the debt securities of a series, in whole or in part, in the form of one or more global securities that will be deposited with, or on behalf of, a depositary. We will identify the depositary in the applicable prospectus supplement relating to that series. If we issue one or more global securities, we will issue them in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of the outstanding debt securities of the series to be represented by that global security or those global securities. We may issue global securities in either registered or bearer form and in either temporary or permanent form. We will describe the specific terms of the depositary arrangement for a series of debt securities in the applicable prospectus supplement relating to that series. (Sections 301, 304 and 305)
Tax Related Considerations
Payment of Additional Amounts
Any amounts that we pay with respect to any series of debt securities will be paid without deduction or withholding for any and all present or future tax, duty, levy, impost, assessment or other governmental charges imposed or levied by or on behalf of the Liberian government or the government of the jurisdiction of our successor or any authority or agency in that government having power to tax (“Taxes”), unless we are required to withhold or deduct Taxes by law or by the interpretation or administration of that law. If we are so required to deduct or withhold any amount for Taxes from any payment made with respect to any series of debt securities, we will pay any “additional amounts” necessary so that the net payment received by each holder, including additional amounts, after the withholding or deduction, will not be less than the amount the holder would have received if those Taxes had not been withheld or deducted. However, we will pay no additional amounts with respect to a payment made to a holder which is subject to those Taxes because that holder is subject to the jurisdiction of the government of our jurisdiction of organization or any territory of that jurisdiction other than by merely holding the debt securities or receiving payments under the debt securities (an “excluded holder”). We will also pay no additional amounts with respect to a payment made to a holder, if we would not be required to withhold or deduct any amount for Taxes from any payment made
to that holder, if that holder filed a form with the relevant government with no other consequence to that holder. We will also deduct or withhold and remit the full amount deducted or withheld to the relevant authority according to applicable law. We will furnish the holders, within 30 days after the date the payment of any Taxes is due under applicable law, certified copies of tax receipts evidencing our payment. We will indemnify and hold harmless each holder and upon written request reimburse each holder for the amount of any:
•
Taxes levied or imposed on and paid by that holder as a result of payments with respect to the debt securities (other than for an excluded holder);
•
liability, including penalties, interest and expense, arising from those Taxes; and
•
Taxes imposed as a result of any reimbursement we make under this covenant. (Section 1007).
Redemption or Assumption of Debt Securities under Certain Circumstances
If we determine, based upon an opinion of counsel, that we would be required to pay an additional amount, because of any change in or amendment to:
•
the laws and related regulations of Liberia or any political subdivision or taxing authority of Liberia; or
•
the laws and related regulations of any jurisdiction in which we are organized or any political subdivision or taxing authority of that jurisdiction; or
•
any official position regarding the application or interpretation of the above laws or regulations,
which is announced or becomes effective after the date of the indenture, then we may, at our option, on giving not less than 30 days’ nor more than 60 days’ notice, redeem the debt securities in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount of the debt securities plus accrued interest to the redemption date or, in the case of securities issued at a discount, at a redemption price equal to the offering price plus accrued original issue discount to the redemption date. Any notice of redemption we give will be irrevocable, and we may not give any notice of redemption more than 90 days before the earliest date on which we would be obligated to pay additional amounts. At the time we give notice of redemption, the obligation to pay additional amounts remains in effect. (Section 1108).
SELLING SHAREHOLDERS
The following table provides the name of each selling shareholder and the number of shares of our common stock offered by each selling shareholder under this prospectus. Each selling shareholder listed below has previously been granted registration rights with respect to the shares offered pursuant to that Amended and Restated Registration Rights Agreement, dated as of July 30, 1997 among the Company, A. Wilhelmsen AS, Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. (the “Initial Shareholders”), as joined from time to time by assignees of the Initial Shareholders. The shares offered by this prospectus may be offered from time to time by the selling shareholders listed below. The selling shareholders are not obligated to sell any of the shares of common stock offered by this prospectus. The selling shareholders reserve the right to accept or reject, in whole or in part, any proposed sale of shares. The selling shareholders may also offer and sell less than the number of shares indicated. The selling shareholders are not making any representation that any shares covered by this prospectus will or will not be offered for sale.
Information with respect to beneficial ownership is based on our records, information filed with the SEC or the most recent information furnished to us by each selling shareholder. Beneficial ownership has been determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and investment power with respect to those securities. Unless otherwise indicated by footnote, and subject to applicable community property laws, to our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
|
Name
|
|
|
Shares Beneficially
Owned
Before the Offering
|
|
|
Maximum
Number of
Shares
Offered
|
|
|
Shares Beneficially
Owned After
the Offering Assuming
All Shares
Registered Are Sold(1)
|
|
| |
Number(#)
|
|
|
Percent(2)
|
|
|
Number(#)
|
|
|
Percent(2)
|
|
|
A WILHELMSEN AS(3)
|
|
|
|
|
19,167,507 |
|
|
|
|
|
7.47% |
|
|
|
|
|
19,167,507 |
|
|
|
|
|
— |
|
|
|
|
|
* |
|
|
|
Osiris Holdings Inc.(4)
|
|
|
|
|
11,496,865 |
|
|
|
|
|
4.48% |
|
|
|
|
|
10,156,380 |
|
|
|
|
|
1,340,485 |
|
|
|
|
|
* |
|
|
*
Denotes ownership of less than 1% of the outstanding shares of common stock
(1)
Assumes that all of the shares of common stock registered by the selling shareholders have been sold.
(2)
Based on 256,678,809 shares of our common stock issued and outstanding as of February 26, 2024.
(3)
A WILHELMSEN AS is a Norwegian corporation, the indirect beneficial owners of which are members of the Wilhelmsen family of Norway. The shares reported in the table include 5,035,259 shares owned by AWECO INVEST AS, an affiliate of A WILHELMSEN AS. A WILHELMSEN AS has the power to vote and dispose of the shares owned by AWECO INVEST AS pursuant to an agreement between A. Wilhelmsen AS and AWECO INVEST AS. The address of A WILHELMSEN AS is Beddingen 8, 1250 Oslo, Norway.
(4)
Represents (i) 9,656,380 shares held by Osiris Holdings Inc., a Liberian corporation indirectly beneficially owned by a trust primarily for the benefit of certain members of the Ofer family, and (ii) 1,840,485 shares held by Dean Holdings Inc., a wholly-owned subsidiary of Osiris Holdings Inc. Only 500,000 shares of the 1,840,485 shares held by Dean Holdings Inc. are being registered pursuant to this prospectus. Eyal Ofer is a member of our Board of Directors. He disclaims beneficial ownership of the shares held by Osiris Holdings Inc. and Dean Holdings Inc. The address of Osiris Holdings Inc. is c/o Global Holdings Management Group S.A.M., 3 ruelle Saint Jean, 98000 Monaco.
PLAN OF DISTRIBUTION
We and any selling shareholder (including any selling shareholder’s transferees, assignees or other successors-in-interest) may sell the securities offered under this prospectus in any one or more of the following ways from time to time:
•
through agents;
•
to or through underwriters;
•
through brokers or dealers;
•
through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
•
directly to one or more purchasers, including through a specific bidding, auction or other process;
•
through a combination of any of these methods of sale; or
•
any other method permitted by applicable law.
The common stock may be sold in one or more transactions at:
•
fixed prices;
•
prevailing market prices at the time of sale;
•
prices related to the prevailing market prices;
•
varying prices determined at the time of sale; or
•
negotiated prices.
These sales may be effected in transactions:
•
on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale, including the New York Stock Exchange;
•
in the over-the-counter market;
•
otherwise than on such exchanges or services or in the over-the-counter market;
•
through the writing of options, whether the options are listed on an options exchange or otherwise (including the issuance by the selling shareholders of derivative securities);
•
through the settlement of short sales; or
•
through a combination of the foregoing.
These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.
If required by applicable law, we will describe in a prospectus supplement the particular terms of the offering of the securities, including the following:
•
the names of any agents, underwriters, brokers or dealers;
•
the purchase price of the securities and the net proceeds from the sale;
•
any underwriting discounts and other items constituting underwriters’ compensation;
•
any public offering price and any discounts or concessions allowed or reallowed or paid to dealers;
•
any securities exchanges on which the shares of common stock may be listed; and
•
any other information we think is material.
In addition, any selling shareholder may sell securities covered by this prospectus in private transactions or under Rule 144 under the Securities Act rather than pursuant to this prospectus.
We and the selling shareholders may sell securities from time to time through agents. We will name any agent involved in the offer or sale of such securities and will list commissions payable to these agents in a prospectus supplement, if required. These agents will be acting on a best efforts basis to solicit purchases for the period of their appointment, unless we state otherwise in any required prospectus supplement.
In connection with the sale of securities covered by this prospectus, broker-dealers may receive commissions or other compensation from us or the selling shareholders in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the securities for whom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receive compensation in the form of discounts, concessions or commissions from us, a selling shareholder or from purchasers of the securities for whom they act as agents. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Any underwriters, broker-dealers, agents or other persons acting on our behalf or on behalf of any selling shareholders that participate in a distribution of securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the securities by them and any discounts, commissions or concessions received by any of those underwriters, broker-dealers, agents or other persons may be deemed to be underwriting discounts and commissions under the Securities Act.
In connection with the distribution of the common stock covered by this prospectus or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of our securities in the course of hedging the positions they assume with a selling shareholder. A selling shareholder may also sell shares of common stock short and deliver the shares of common stock offered by this prospectus to close out short positions. A selling shareholder may also enter into options or other transactions with broker-dealers or other financial institutions that require the delivery to such broker-dealer or other financial institution of shares of common stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction. A selling shareholder may also from time to time pledge our securities pursuant to the margin provisions of customer agreements with a broker or other agreements with lenders. Upon a default, the broker or lender may offer and sell such pledged shares from time to time pursuant to this prospectus, as supplemented or amended to reflect such transaction.
Underwriters, agents, brokers or dealers may be entitled, pursuant to relevant agreements entered into with us, to indemnification by us or a selling shareholder against certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments which the underwriters, agents, brokers or dealers may be required to make.
The selling shareholders and any other person participating in such distribution will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the shares. All of the foregoing may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.
There can be no assurance that any selling shareholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus is a part.
LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise, Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, will pass upon the validity of any debt securities sold under this prospectus. Watson Farley & Williams LLP, New York, New York, will pass upon the validity of any common stock or preferred stock sold under this prospectus. Certain legal matters will be passed upon for any agents or underwriters by counsel for such agents or underwriters identified in the applicable prospectus supplement.
EXPERTS
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs and expenses payable by us, other than underwriting discounts and commissions, in connection with the sale of the securities being registered hereby.
| |
|
|
Amount to
be Paid
|
|
|
SEC registration fee
|
|
|
|
$ |
*
|
|
|
|
Printing and engraving expenses
|
|
|
|
$ |
**
|
|
|
|
Legal fees and expenses
|
|
|
|
$ |
**
|
|
|
|
Trustee’s fees and expenses
|
|
|
|
$ |
**
|
|
|
|
Accounting fees and expenses
|
|
|
|
$ |
**
|
|
|
|
Transfer agent and registrar
|
|
|
|
$ |
**
|
|
|
|
Miscellaneous
|
|
|
|
$ |
**
|
|
|
|
TOTAL
|
|
|
|
$ |
**
|
|
|
*
Pursuant to Rules 456(b) and 457(r) under the Securities Act, we are deferring payment of all applicable registration fees relating to the securities that are registered under this Registration Statement. In addition, we are carrying forward unsold shares of common stock pursuant to Rule 415(a)(6) under the Securities Act, in respect of which our previously paid registration fee of $97,118.95 will apply.
**
Not presently known.
Item 15. Indemnification of Directors and Officers
Our Articles of Incorporation provide that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Act of Liberia, as amended (the “Business Corporation Act”).
Section 6.13 of the Business Corporation Act provides as follows:
1.
Actions not by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
2.
Actions by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or nor opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
3.
When director or officer successful. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6.13.1 or 6.13.2, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
4.
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 6.13.
5.
Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 6.13.
6.
Other rights of indemnification unaffected. The indemnification and advancement of expenses provided by, or granted pursuant to, Section 6.13 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.
7.
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administration of such persons.”
Article VII of our By-Laws contains provisions to implement Section 6.13 of the Business Corporation Act.
We maintain director and officer liability insurance.
Reference is made to the proposed forms of underwriting agreements (incorporated by reference as Exhibits 1.1 and 1.2 to this registration statement) which provide for indemnification of our directors, our officers who sign the registration statement and our controlling persons and ourselves against certain liabilities, including those arising under the Securities Act in certain instances by the underwriters.
Item 16. Exhibits
(a)
The following exhibits are filed as part of this registration statement:
*
Filed herewith
Item 17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on February 29, 2024.
ROYAL CARIBBEAN CRUISES LTD.
By:
/S/ NAFTALI HOLTZ
Name: Naftali Holtz
Title: Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of February 29, 2024.
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Signature
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Title
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/S/ JASON T. LIBERTY
Jason T. Liberty
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Director, President and Chief Executive Officer (Principal Executive Officer)
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/S/ NAFTALI HOLTZ
Naftali Holtz
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Chief Financial Officer (Principal Financial Officer)
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/S/ HENRY L. PUJOL
Henry L. Pujol
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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
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*
Richard D. Fain
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Director, Chairman
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John F. Brock
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Director
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Stephen R. Howe Jr.
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Director
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William L. Kimsey
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Director
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Michael O. Leavitt
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Director
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Signature
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Title
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Amy C. McPherson
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Director
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Maritza G. Montiel
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Director
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Ann S. Moore
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Director
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Vagn O. Sørensen
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Director
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Donald Thompson
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Director
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Arne Alexander Wilhelmsen
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Director
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Rebecca Yeung
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Director
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*By:
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* /s/ NAFTALI HOLTZ
Naftali Holtz
Attorney-in-Fact
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*
Naftali Holtz, by signing his name hereto on the 29th day of February, 2024 does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.
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Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132 |
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| Our Reference 01474.50152/US/80893076v2 |
|
February 29, 2024
Registration Statement on Form S-3: Exhibit 5.1
Opinion
Ladies and Gentlemen:
We have acted as special counsel as to matters
of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), and in such capacity we have
assisted in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) in respect of the contemplated
issuance by the Company from time to time of (i) senior debt securities (“Debt Securities”), which may be issued
pursuant to an Indenture (the “Indenture”) dated as of July 31, 2006, as amended, between the Company and The
Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee; (ii) shares of preferred
stock of the Company, par value $0.01 per share (the “Preferred Stock”); and (iii) shares of common stock of the
Company, par value $0.01 per share (the “Common Stock” and collectively with the Preferred Stock and the Debt Securities,
the “Securities”).
As such counsel, we have examined (i) the
forms of underwriting agreements for debt and equity securities among the Company and representatives of the underwriters to be named
in a terms agreement filed with the Securities and Exchange Commission on March 23, 2009 (the “Underwriting Agreements”)
and (ii) such other papers, documents and certificates of public officials and certificates of officers of the Company as we have
deemed relevant and necessary as the basis for the opinions hereafter expressed.
We have assumed (a) the legal capacity of
each natural person, (b) the genuineness of all signatures, including electronic signatures, and the authenticity of all documents
submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic
copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct
and complete, and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed
within the due diligence review undertaken by us. We have also assumed the power and legal right of all parties (other than the Company)
to the Registration Statement and any amendments or supplements thereto (including any necessary post-effective amendments), and all parties
to the Underwriting Agreements (other than the Company), to enter into and perform their respective obligations thereunder, and the due
authorization, execution and delivery of the Underwriting Agreements by all parties thereto. We have further assumed the validity and
enforceability of all documents under all applicable laws other than Liberian law.
We have also assumed that the issuance and, if
applicable, sale of the Preferred Stock and Common Stock complies in all respects with the terms, conditions and restrictions set forth
in the articles of incorporation and bylaws of the Company and all of the instruments and other documents relating thereto or executed
in connection therewith, and each share of Preferred Stock and Common Stock will be issued for consideration equal to or in excess of
the par value per share.
This opinion is limited to the law of the Republic
of Liberia. In rendering this opinion, we have relied on opinions of counsel in Liberia rendered in transactions which we consider to
be sufficiently similar to those contemplated hereby in order to afford a satisfactory basis for such opinion, and upon our independent
examinations of the Liberian Corporation Law of 1948 (Chapter 1 of Title 4 of the Liberian Code of Laws of 1956, effective March 1,
1958 as amended to July, 1973), the Liberian Business Corporation Act of 1976 (Title 5 of the Liberian Code of Laws Revised, effective
January 3, 1977, as amended), the Revenue Code of Liberia (2000) as amended by the Consolidated Tax Amendments Act of 2011, and the
Liberian Commercial Code of 2010, made available to us by Liberian Corporation Services, Inc. and The Liberian International Ship &
Corporate Registry, LLC, and our knowledge and interpretation of analogous laws of the United States.
To the extent it may be relevant to the opinions
expressed below, we have assumed that the Company will have sufficient authorized but unissued and unreserved shares of Preferred Stock
and Common Stock on the date of any issuance of shares of Preferred Stock and Common Stock, respectively.
In rendering this opinion letter, we have also
assumed:
| (i) | the filing by the Company of the Registration Statement and related prospectus substantially in the form
examined by us; |
| (ii) | a definitive purchase agreement, underwriting agreement or similar agreement with respect to any Securities
offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; |
| (iii) | any Securities, including Securities issuable upon conversion, exchange or exercise of any security, will
be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, and will be validly
issued, and the certificates, if any, evidencing the same will be duly executed and delivered, against receipt of the consideration approved
by the Company; and |
| (iv) | the definitive terms of any Security, other than Common Stock, offered pursuant to the Registration Statement
will have been established in accordance with resolutions of the Board of Directors of the Company, the Restated Articles of Incorporation
and Bylaws of the Company, and applicable law. |
With respect to the issuance of any Preferred
Stock (whether issued directly or upon conversion of any other security), we have assumed that the Board of Directors of the Company will
approve the specific terms of the issuance and fix the designations, relative rights, preferences and limitations of the relevant series
of Preferred Stock, and a proper and valid filing with the Minister of Foreign Affairs of Liberia will be executed and made prior to their
issuance of a statement setting forth a copy of the resolution of the Board of Directors establishing such series of Preferred Stock and
the number of shares of such Preferred Stock to be issued, all in conformity with the Company’s Restated Articles of Incorporation
and Liberian law.
Based upon the foregoing and having regard to
legal considerations which we deem relevant, we are of the opinion that:
| 1. | The shares of Preferred Stock, when the terms of the issuance and sale thereof have been duly approved
by the Board of Directors of the Company in conformity with the Company’s Restated Articles of Incorporation and the Company’s
Bylaws and when and issued and delivered against payment therefor in accordance with the applicable Underwriting Agreement or other agreement
or upon conversion or exchange in accordance with the terms of any other security that has been duly authorized, issued, paid for and
delivered, such shares of Preferred Stock will be validly issued, fully paid and non-assessable. |
| 2. | The shares of Common Stock, when the terms of the issuance and sale thereof have been duly approved by
the Board of Directors of the Company in conformity with the Company’s Restated Articles of Incorporation and the Company’s
Bylaws and when issued and delivered against payment therefor in accordance with the applicable Underwriting Agreement or other agreement
or upon conversion or exchange of any security that has been duly authorized, issued, paid for and delivered, will be validly issued,
fully paid and non-assessable. |
| 3. | The Company is validly existing and has the corporate power to enter into the Indenture. |
We consent to the filing of this opinion as an
exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and to the references to our firm
in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules relating thereto, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "expert" as used in the Securities Act or the rules relating
thereto.
Very truly yours,
Watson Farley & Williams LLP
/s/ Watson Farley & Williams LLP
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Our Reference 01474.50152/US/80893091v2
February 29, 2024
Registration Statement on Form S-3: Exhibit 5.2
Opinion
Ladies and Gentlemen:
We have acted as special counsel as to matters
of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), and in such capacity we have
assisted in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) in respect of the possible
resale of up to 29,323,887 shares of common stock of the Company, par value $0.01 per share (the “Selling Shareholder Shares”),
by the selling shareholders named therein.
As such counsel, we have examined (i) the
Registration Statement and prospectus contained therein and (ii) such other papers, documents and certificates of public officials
and certificates of officers of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
In such examinations, we have assumed (i) the
genuineness of all signatures, including electronic signatures, and the authenticity of all documents submitted to us as originals, (ii) the
conformity to original documents of all documents submitted to us as conformed or photostatic copies, (iii) that there have been
no undisclosed modifications, either written, verbal or otherwise, of any provision of any document reviewed by us in connection with
the rendering of the opinion set forth herein, (iv) the completeness of each document submitted to us and (v) the truthfulness
of each statement as to all factual matters otherwise not known to us to be untruthful contained in any document or certificate encompassed
within the due diligence review undertaken by us.
This opinion is limited to the law of the Republic
of Liberia. In rendering this opinion, we have relied on opinions of counsel in Liberia rendered in transactions which we consider to
be sufficiently similar to those contemplated hereby in order to afford a satisfactory basis for such opinion, and upon our independent
examinations of the Liberian Corporation Law of 1948 (Chapter 1 of Title 4 of the Liberian Code of Laws of 1956, effective March 1,
1958 as amended to July, 1973), the Liberian Business Corporation Act of 1976 (Title 5 of the Liberian Code of Laws Revised, effective
January 3, 1977, as amended), the Revenue Code of Liberia (2000) as amended by the Consolidated Tax Amendments Act of 2011, and the
Liberian Commercial Code of 2010, made available to us by Liberian Corporation Services, Inc. and The Liberian International Ship &
Corporate Registry, LLC, and our knowledge and interpretation of analogous laws of the United States.
Based upon the foregoing and the facts as set
forth in the Registration Statement and having regard to legal considerations which we deem relevant, and subject to the qualifications,
limitations and assumptions set forth herein, we are of the opinion that the Selling Shareholder Shares have been validly issued and are
fully paid and non-assessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and to the references to our firm
in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules related thereto, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules related
thereto.
Very truly yours,
Watson Farley & Williams LLP
/s/ Watson Farley & Williams LLP
Exhibit 5.3
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Skadden, Arps, Slate, Meagher & Flom llp |
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One
Manhattan West |
FIRM/AFFILIATE |
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New York, NY 10001
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WASHINGTON, D.C. |
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February 29, 2024 |
TORONTO |
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
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Re: |
Royal Caribbean Cruises Ltd. |
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|
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special United States counsel to
Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), in connection with the registration statement on Form S-3
(the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates
to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the
Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, par
value $0.01 per share, of the Company (“Common Stock”), (ii) shares of preferred stock, par value $0.01 per share, of
the Company (“Preferred Stock”), which may be issued in one or more series, (iii) debt securities of the Company (“Debt
Securities”), which may be issued in one or more series under the indenture, dated as of July 31, 2006 (the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), which is filed as an
exhibit to the Registration Statement, and (iv) such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate
amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock or Debt Securities,
including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time
of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the sale from time to
time of up to 29,323,887 shares of Common Stock to be sold by the selling shareholders named therein.
Royal Caribbean Cruises Ltd.
February 29, 2024
Page 2
This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, we have
examined and relied upon the following:
(a) the
Registration Statement; and
(b) the
Indenture filed as an exhibit to the Registration Statement.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public
officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary
or appropriate as a basis for the opinion stated below.
In our examination, we have assumed the genuineness
of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated
herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives
of the Company and others and of public officials.
We do not express any opinion with respect to the
laws of any jurisdiction other than the laws of the State of New York (“Opined-on Law”).
As used herein, “Transaction Documents”
means the Indenture and the supplemental indentures thereto and any applicable underwriting or purchase agreement.
The opinion stated below presumes that all of the
following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Debt Securities: (i) the
Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities
Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Debt Securities has been prepared, delivered and
filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents
shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Debt Securities
are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement
with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken
all necessary corporate action to approve the issuance and sale of such Debt Securities and related matters and appropriate officers
of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the
terms of the applicable Transaction Documents and the issuance and sale of such Debt Securities have been duly established in conformity
with the articles of incorporation of the Company so as not to violate any applicable law, the articles of incorporation of the Company
or the by-laws of the Company, or result in a default under or breach of any agreement or instrument binding upon the Company, and so
as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
Royal Caribbean Cruises Ltd.
February 29, 2024
Page 3
Based upon the foregoing and subject to the qualifications
and assumptions stated herein, we are of the opinion that with respect to any series of Debt Securities offered by the Company, including
any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the
general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters
have been approved and established in conformity with the applicable Transaction Documents and (c) the certificates evidencing the
Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have
been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents
and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of
the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms under the laws of the State of New York.
The opinion stated herein is subject to the following
qualifications:
(a) we
do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinion
stated herein is limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in
equity or at law);
(b) we
do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction
Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except
to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the
valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) the
opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein without regard
to any agreement or other document referenced in such agreement or document (including agreements or other documents incorporated by
reference or attached or annexed thereto);
(e) we
do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any
indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having
similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or
to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
Royal Caribbean Cruises Ltd.
February 29, 2024
Page 4
(f) we
do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section
purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
(g) we
call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case
on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in
addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal
courts of the United States of America in any action arising out of or relating to any Transaction Document;
(h) we
have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention
that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion
with respect to the irrevocability of the designation of such agent to receive service of process;
(i) we
have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;
(j) we
have assumed that subsequent to the effectiveness of the Indenture and immediately prior to the issuance of any Offered Debt Securities,
the Indenture has not been and will not be amended or modified in any way that affects or relates to Offered Debt Securities;
(k) we
call to your attention that the opinion stated herein is subject to possible judicial action giving effect to governmental actions or
laws of jurisdictions other than those with respect to which we express our opinion;
(l) we
do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document providing for indemnity
by any party thereto against any loss in obtaining the currency due to such party under any Transaction Document from a court judgment
in another currency;
(m) we
have assumed that the choice of a currency other than U.S. dollars as the currency in which any Debt Securities may be denominated does
not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that
a court may not award a judgment in any currency other than U.S. dollars; and
Royal Caribbean Cruises Ltd.
February 29, 2024
Page 5
(n) to
the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained
in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in
each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles
of comity and constitutionality.
In addition, in rendering the foregoing opinion
we have assumed that:
(a) the
Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity
under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the
jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the
Transaction Documents;
(b) the
Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents;
(c) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the applicable Debt Securities: (i) conflicts or will conflict with the articles of incorporation
or by-laws of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement
or other instrument to which the Company or its property is subject, (iii) contravened or will contravene any order or decree of
any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or
regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with
respect to the Opined-on Law); and
(d) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the applicable Debt Securities, requires or will require the consent, approval, licensing or authorization
of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under
the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| |
Very truly yours, |
| |
|
| |
/s/ Skadden, Arps, Slate, Meagher & Flom
LLP |
LKB
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of Royal Caribbean Cruises Ltd. of our report dated February 21,
2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Royal
Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference
to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
February 29, 2024
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Jason T. Liberty and Naftali Holtz,
and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or
her and in his or her name, place and stead, in any and all capacities to sign in his or her name this registration statement on Form S-3
and any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agent or any of them
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may
be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute
one Power of Attorney.
EXECUTED in the capacities
and on the dates indicated below:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ RICHARD D. FAIN |
|
Chairman, Director |
|
February 27, 2024 |
| Richard D. Fain |
|
|
|
|
| |
|
|
|
|
| /s/ JOHN F. BROCK |
|
Director |
|
February 27, 2024 |
| John F. Brock |
|
|
|
|
| |
|
|
|
|
| /s/ STEPHEN R. HOWE, JR. |
|
Director |
|
February 27, 2024 |
| Stephen R. Howe, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ WILLIAM L. KIMSEY |
|
Director |
|
February 27, 2024 |
| William L. Kimsey |
|
|
|
|
| |
|
|
|
|
| /s/ MICHAEL O. LEAVITT |
|
Director |
|
February 28, 2024 |
| Michael O. Leavitt |
|
|
|
|
| |
|
|
|
|
| /s/ AMY MCPHERSON |
|
Director |
|
February 28, 2024 |
| Amy McPherson |
|
|
|
|
| |
|
|
|
|
| /s/ MARITZA G. MONTIEL |
|
Director |
|
February 28, 2024 |
| Maritza G. Montiel |
|
|
|
|
| /s/ ANN S. MOORE |
|
Director |
|
February 28, 2024 |
| Ann S. Moore |
|
|
|
|
| |
|
|
|
|
|
|
Director |
|
|
| Eyal M. Ofer |
|
|
|
|
| |
|
|
|
|
| /s/ VAGN O. SØRENSEN |
|
Director |
|
February 27, 2024 |
| Vagn O. Sørensen |
|
|
|
|
| /s/ DONALD THOMPSON |
|
Director |
|
February 28, 2024 |
| Donald Thompson |
|
|
|
|
| |
|
|
|
|
| /s/ ARNE ALEXANDER WILHELMSEN |
|
Director |
|
February 28, 2024 |
| Arne Alexander Wilhelmsen |
|
|
|
|
| |
|
|
|
|
| /s/ REBECCA YEUNG |
|
Director |
|
February 27, 2024 |
| Rebecca Yeung |
|
|
|
|
Exhibit 25.1
Exhibit 25.1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
❑ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Jurisdiction of incorporation
95-3571558 if not a U.S. national bank) (I.R.S. employer identification no.) 333 South Hope Street Suite 2525 Los Angeles, California
90071 (Address of principal executive offices) (Zip code) ROYAL CARIBBEAN CRUISES LTD. (Exact name of obligor as specified in its charter)
Delaware 36-2669023 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 30 North LaSalle
Street, Suite 4000 Chicago, Illinois 60602 (Address of principal executive offices) (Zip code) Senior Debt Securities (Title of the indenture
securities) 1/5
1. General information.
Furnish the following information as to the trustee: Name and address of each examining or supervising authority to which it is subject.
Name Address Comptroller of the Currency United States Department of the Treasury Federal Reserve Bank Federal Deposit Insurance Corporation
Washington, DC 20219 San Francisco, CA 94105 Washington, DC 20429 Whether it is authorized to exercise corporate trust powers. Yes. 2.
Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act"). A copy of the articles of association of The Bank of New York
Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration
Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). A copy of certificate of authority
of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). A copy of the authorization
of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). A copy of
the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). The consent of the trustee
required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). A copy of the latest
report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
SIGNATURE Pursuant to the
requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under
the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 13th day of February, 2024. THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A. By: /s/ Terence Rawlins Name: Terence Rawlins Title Vice President
EXHIBIT 7 Consolidated
Report of Condition of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071 At
the close of business December 31, 2023, published in accordance with Federal regulatory authority instructions. Dollar amounts in thousands
ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin 2,559 Interest-bearing
balances 331,039 Securities: Held-to-maturity securities — Available-for-sale debt securities 524 Equity securities with readily
determinable fair values not held for trading Federal funds sold and securities purchased under agreements to resell: Federal funds sold
in domestic offices Securities purchased under agreements to resell Loans and lease financing receivables: Loans and leases held for
sale Loans and leases, held for investment — LESS:Allowance for loan and lease losses — Loans and leases held for investment,
net of allowance — Trading assets — Premises and fixed assets (including capitalized leases) 13,138 Other real estate owned
— Investments in unconsolidated subsidiaries and associated companies — Direct and indirect investments in real estate ventures
— Intangible assets 856,313 Other assets 114,683 Total assets $ 1,318,256 4/5
LIABILITIES Deposits: In domestic offices
1,264 Noninterest-bearing 1,264 Interest-bearing Federal funds purchased and securities sold under agreements to repurchase: Federal
funds purchased in domestic offices Securities sold under agreements to repurchase Trading liabilities Other borrowed money: (includes
mortgage indebtedness and obligations under capitalized leases) Not applicable Not applicable Subordinated notes and debentures —
Other liabilities 263,286 Total liabilities 264,550 Not applicable EQUITY CAPITAL Perpetual preferred stock and related surplus —
Common stock 1,000 Surplus (exclude all surplus related to preferred stock) 106,539 Not available Retained earnings 946,167 Accumulated
other comprehensive income — Other equity capital components Not available Total bank equity capital 1,053,706 Noncontrolling (minority)
interests in consolidated subsidiaries — Total equity capital 1,053,706 Total liabilities and equity capital $ 1,318,256 I, Matthew
J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules)
for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief. Matthew J. McNulty ) CFO We, the undersigned directors (trustees), attest to the correctness
of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and
to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory
authority and is true and correct. Antonio I. Portuondo, President Loretta A. Lundberg, Managing Director Jon M. Pocchia, Managing Director )
) ) Directors (Trustees) 5/5
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Royal Caribbean Cruises Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security Class Title |
Fee Calculation
or Carry Forward Rule |
Amount Registered |
Proposed Maximum
Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration
Fee |
Carry Forward
Form Type |
Carry Forward
File Number |
Carry Forward
Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Stock, par value $0.01 per share |
457(r) |
(1) (2) |
(1) (2) |
(1) (2) |
(3) |
(3) |
|
|
|
|
| Fees to Be Paid |
Equity |
Preferred Stock, par value $0.01 per share |
457(r) |
(1) (2) |
(1) (2) |
(1) (2) |
(3) |
(3) |
|
|
|
|
| Fees to Be Paid |
Debt |
Debt Securities |
457(r) |
(1) (2) |
(1) (2) |
(1) (2) |
(3) |
(3) |
|
|
|
|
| Fees Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
Equity |
Common Stock, par value $0.01 per share |
415(a)(6) |
29,323,887 |
|
$847,460,334 |
|
|
S-3 |
333-253674 |
March 1, 2021 |
$97,118.95(4) |
| |
Total Offering Amounts |
|
$847,460,334 |
|
N/A |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
N/A |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
N/A |
|
|
|
|
| |
Net Fee Due |
|
|
|
N/A |
|
|
|
|
| (1) | Omitted pursuant to Form S-3 Instructions to the Calculation of Filing Fee Tables and Related Disclosure 2.A.iii.c. |
| (2) | An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices or upon conversion, exchange or exercise of other securities. Separate
consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. |
| (3) | The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933 (the “Securities
Act”) to defer payment of all registration fees. In connection with the securities offered hereby, the Registrant will “pay-as-you-go”
in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant
to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. |
| (4) | As discussed below, pursuant to Rule 415(a)(6) under the Securities
Act, this Registration Statement includes 29,323,887 shares of common stock that were previously registered and remain unsold (the
“Unsold Securities”). Accordingly, no registration fee is due. |
Pursuant
to Rule 415(a)(6), this Registration Statement includes 29,323,887 shares of Unsold Securities previously registered pursuant
to the registration statement on Form S-3 (File No. 333-179854), which was automatically effective on March 1, 2012 (the
“Initial Registration Statement”) and subsequently pursuant to the registration statement on Form S-3 (File No. 333-202262),
which was automatically effective on February 24, 2015 (the “2015 Registration Statement”), the registration statement
on Form S-3 (File No. 333-223241), which was automatically effective on February 26, 2018 (the “2018 Registration
Statement”) and the registration statement on Form S-3 (File No. 333-253674), which was automatically effective on March 1,
2021 (the “Expiring Registration Statement”). The Initial Registration Statement registered 63,220,873 shares of common stock
with a proposed maximum aggregate offering price of $1,827,083,230, in respect of which the Registrant paid an aggregate registration
fee of $209,384 (the “Initial Filing Fee”). A total of 54,788,914 unsold shares of common stock were subsequently registered
under the 2015 Registration Statement and the Initial Filing Fee in respect of such shares of unsold shares of common stock was carried
forward to the 2015 Registration Statement. A total of 40,603,815 unsold shares of common stock were subsequently registered under the
2018 Registration Statement and the Initial Filing Fee in respect of such unsold shares of common stock was carried forward to the 2018
Registration Statement. A total of 33,290,892 unsold shares of common stock were subsequently registered under the Expiring Registration
Statement and the Initial Filing Fee in respect of such unsold shares of common stock was carried forward to the Expiring Registration
Statement. Pursuant to Rule 415(a)(6), $97,118.95 of the Initial Filing Fee is hereby applied to the 29,323,887 shares of Unsold
Securities carried forward and registered hereunder and, as a result, no additional filing fee is due in respect of such Unsold Securities.
In accordance with Rule 415(a)(6), the offering of securities registered under the Expiring Registration Statement will be terminated
as of the time of filing of this Registration Statement.
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