Royal Caribbean Cruises Ltd S-3ASR, filed Mar 1, 2021
Royal Caribbean Cruises Ltd (RCL)
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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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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Miami, Florida 33132
(305) 539-6000
Senior Vice President, General Counsel and Corporate Secretary
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
(305) 539-6000
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | |
Smaller reporting company ☐
Emerging growth company ☐ |
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Title of Each Class of Securities
to Be Registered |
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Amount to Be
Registered |
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Proposed Maximum
Offering Price per Unit |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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| Primary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Common stock, par value $0.01 per share
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(1)
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(1)
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(1)
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(2)
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Preferred stock, par value $0.01 per share
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(1)
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(1)
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(1)
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(2)
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Debt securities
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(1)
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(1)
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(1)
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(2)
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| Secondary Offering: | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Common stock, par value $0.01 per share(3)
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33,290,892
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(3)
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(3)
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(3)
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![[MISSING IMAGE: lg_royal-4c.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_royal-4c.jpg){kind=small}
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![[MISSING IMAGE: lg_celebrity-4clr.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_celebrity-4clr.jpg){kind=small}
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![[MISSING IMAGE: lg_azamara-4clr.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_azamara-4clr.jpg){kind=small}
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![[MISSING IMAGE: lg_silversea-bwlr.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_silversea-bwlr.jpg){kind=small}
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![[MISSING IMAGE: lg_tuicruises-4clr.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_tuicruises-4clr.jpg){kind=small}
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![[MISSING IMAGE: lg_hapag-4clr.jpg]](/stocks/rcl/documents/7a1b0fc4-f798-41cc-ad0c-688bd7b0db2a/asset/lg_hapag-4clr.jpg){kind=small}
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Page
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Name
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Shares Beneficially
Owned Before the Offering |
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Maximum
Number of Shares Offered |
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Shares Beneficially
Owned After the Offering Assuming All Shares Registered Are Sold(1) |
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Number(#)
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Percent(2)
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Number(#)
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Percent(2)
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A WILHELMSEN AS(3)
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| | | | 23,206,512 | | | | | | 9.77% | | | | | | 23,134,512 | | | | | | 72,000 | | | | | | * | | |
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Osiris Holdings Inc.(4)
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| | | | 11,496,865 | | | | | | 4.84% | | | | | | 10,156,380 | | | | | | 1,340,485 | | | | | | * | | |
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Amount to
be Paid |
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SEC registration fee
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| | | $ | 143,937* | | |
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Printing and engraving expenses
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| | | $ | ** | | |
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Legal fees and expenses
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| | | $ | ** | | |
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Trustee’s fees and expenses
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| | | $ | ** | | |
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Accounting fees and expenses
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| | | $ | ** | | |
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Transfer agent and registrar
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| | | $ | ** | | |
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Miscellaneous
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TOTAL
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Exhibit
No. |
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Document
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| 1.1 | | | | |
| 1.2 | | | | |
| 3.1 | | | | |
| 3.2 | | | | |
| 4.1 | | | Indenture dated as of July 31, 2006 between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (333-158161) filed with the SEC on March 23, 2009) | |
| 5.1 | | | | |
| 5.2 | | | | |
| 5.3 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm* | |
| 24.1 | | | | |
| 25.1 | | | |
Chief Financial Officer
(Principal Financial Officer)
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Signature
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Title
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Date
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/S/ RICHARD D. FAIN
Richard D. Fain
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Director, Chairman and Chief Executive Officer (Principal Executive Officer)
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March 1, 2021
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/S/ JASON T. LIBERTY
Jason T. Liberty
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Executive Vice President, Chief Financial Officer (Principal Financial Officer)
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March 1, 2021
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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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March 1, 2021
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/S/ JOHN F. BROCK
John F. Brock
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Director
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March 1, 2021
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/S/ STEPHEN R. HOWE JR.
Stephen R. Howe Jr.
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Director
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March 1, 2021
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/S/ WILLIAM L. KIMSEY
William L. Kimsey
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Director
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March 1, 2021
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/S/ AMY C. MCPHERSON
Amy C. McPherson
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Director
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March 1, 2021
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/S/ MARITZA G. MONTIEL
Maritza G. Montiel
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Director
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March 1, 2021
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Signature
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Title
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Date
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/S/ ANN S. MOORE
Ann S. Moore
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Director
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March 1, 2021
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/S/ EYAL M. OFER
Eyal M. Ofer
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Director
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March 1, 2021
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/S/ WILLIAM K. REILLY
William K. Reilly
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Director
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March 1, 2021
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/S/ VAGN O. SØRENSEN
Vagn O. Sørensen
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Director
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March 1, 2021
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/S/ DONALD THOMPSON
Donald Thompson
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Director
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March 1, 2021
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/S/ ARNE ALEXANDER WILHEMLSEN
Arne Alexander Wilhelmsen
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Director
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March 1, 2021
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Exhibit 5.1
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Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, Florida 33132 |
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| Our Reference 01474.50152/US/80772255v2 |
March 1, 2021
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, 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”).
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.
In such examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or photostatic copies. 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 by-laws 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.
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Page 2 |
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.
Based upon the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
| 1. | Upon the fixing of the designations, relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of the Company and proper and valid filing with the Minister of Foreign Affairs of Liberia 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 upon the approval by the Board of Directors of the Company of the specific terms of the issuance, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are 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 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. |
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Page 3 |
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
Exhibit 5.2
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Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, Florida 33132 |
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| Our Reference 01474.50152/US/80772256v2 |
March 1, 2021
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 33,290,892 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 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.
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Page 2 |
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 nonassessable.
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
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
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DIRECT DIAL 212-735-2439 DIRECT FAX 917-777-2439 EMAIL ADDRESS Laura.Kaufmann@SKADDEN.COM
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New York, NY 10001 ________
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
March 1, 2021
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FIRM/AFFILIATE ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
| Re: | Royal
Caribbean Cruises Ltd. 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. (f/k/a The Bank of New York Trust Company, N.A.), as 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 33,290,892 shares of Common Stock to be sold by the selling shareholders named therein.
Royal Caribbean Cruises Ltd.
March 1, 2021
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.
March 1, 2021
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 Indenture has been qualified under the Trust Indenture Act of 1939; (c) the Trustee has been qualified under the Trust Indenture Act of 1939 through the filing of a Statement of Eligibility and Qualification on Form T-1; (d) 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 (e) 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 opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws 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 the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Documents with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to any of the Transaction Documents;
(c) 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;
(d) 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;
Royal Caribbean Cruises Ltd.
March 1, 2021
Page 4
(e) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions 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);
(f) 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;
(g) 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;
(h) 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;
(i) 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;
(j) 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;
(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; and
Royal Caribbean Cruises Ltd.
March 1, 2021
Page 5
(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;
(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.
Royal Caribbean Cruises Ltd.
March 1, 2021
Page 6
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 26, 2021 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, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ PricewaterhouseCoopers LLP | |
| Miami, FL | |
| March 1, 2021 |
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 if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
|
400 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 |
ROYAL
CARIBBEAN CRUISES LTD.
(Exact name of obligor as specified in its charter)
| Republic of Liberia (State or other jurisdiction of incorporation or organization) |
98-0081645 (I.R.S. employer identification no.) |
| 1050 Caribbean Way Miami, Florida (Address of principal executive offices) |
33132 (Zip code) |
Debt Securities
(Title of the indenture securities)
| 1. | General information. Furnish the following information as to the trustee: |
| (a) | 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
|
Washington, DC 20219 |
| Federal Reserve Bank |
San Francisco, CA 94105
|
| Federal Deposit Insurance Corporation | Washington, DC 20429 |
| (b) | 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").
| 1. | 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). |
| 2. | 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). |
| 3. | 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). |
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| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
| 6. | 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). |
| 7. | 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. |
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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 Houston, and State of Texas, on the 10th day of February, 2021.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
| By: | /s/ Julie Hoffman-Ramos | ||
| Name: | Julie Hoffman-Ramos | ||
| Title: | Vice President | ||
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business December 31, 2020, 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 | 1,685 | |||
| Interest-bearing balances | 335,190 | |||
| Securities: | ||||
| Held-to-maturity securities | 0 | |||
| Available-for-sale debt securities | 77,127 | |||
| Equity securities with readily determinable fair values not held for trading | 0 | |||
| Federal funds sold and securities | ||||
| purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices | 0 | |||
| Securities purchased under agreements to resell | 0 | |||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | 0 | |||
| Loans and leases, held for investment | 0 | |||
| LESS: Allowance for loan and | ||||
| lease losses | 0 | |||
| Loans and leases held for investment, | ||||
| net of allowance | 0 | |||
| Trading assets | 0 | |||
| Premises and fixed assets (including capitalized leases) | 22,577 | |||
| Other real estate owned | 0 | |||
| Investments in unconsolidated subsidiaries and associated companies | 0 | |||
| Direct and indirect investments in real estate ventures | 0 | |||
| Intangible assets | 856,313 | |||
| Other assets | 104,906 | |||
| Total assets | $ | 1,397,798 | ||
1
| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | 1,612 | |||
| Noninterest-bearing | 1,612 | |||
| Interest-bearing | 0 | |||
| Not applicable | ||||
| Federal funds purchased and securities | ||||
| sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | 0 | |||
| Securities sold under agreements to repurchase | 0 | |||
| Trading liabilities | 0 | |||
| Other borrowed money: | ||||
| (includes mortgage indebtedness and obligations under capitalized leases) | 0 | |||
| Not applicable | ||||
| Not applicable | ||||
| Subordinated notes and debentures | 0 | |||
| Other liabilities | 270,910 | |||
| Total liabilities | 272,522 | |||
| Not applicable | ||||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | 0 | |||
| Common stock | 1,000 | |||
| Surplus (exclude all surplus related to preferred stock) | 324,364 | |||
| Not available | ||||
| Retained earnings | 798,671 | |||
| Accumulated other comprehensive income | 1,241 | |||
| Other equity capital components | 0 | |||
| Not available | ||||
| Total bank equity capital | 1,125,276 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
| Total equity capital | 1,125,276 | |||
| Total liabilities and equity capital | 1,397,798 | |||
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 ) |
Michael P. Scott, Managing Director ) Directors (Trustees)
Kevin P. Caffrey, Managing Director )
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