Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
The following table provides information about our repurchase of common stock during the quarter ended March 31, 2022.
There were no repurchases of common stock during the quarter ended March 31, 2022. In connection with our debt covenant waivers, we agreed with our lenders not to engage in stock repurchases for so long as our debt covenant waivers are in effect. In addition, in the event we engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities.
Period Total number of shares purchased (1)
Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1, 2022 - January 31,2022 — — — $ —
February 1, 2022 - February 28, 2022 135,398 16.77 — $ —
March 1, 2022 - March 31, 2022 — — — $ —
Total 135,398 $ 16.77
(1) Includes shares related to employee stock plans; primarily 106,965 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share. Additionally, shares were withheld by us to cover withholding taxes due at the election of certain holders.
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Item 6. Exhibits
3.1 Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 11, 2022).
4.1 Indenture, dated March 29, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).
10.1 Hull L34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., SMBC Bank International plc, Citibank Europe plc, and the banks and financial institutions as lender parties thereto*
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1 Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code**
* Filed herewith
** Furnished herewith
Interactive Data File
101 The following financial statements of Royal Caribbean Cruises Ltd. for the period ended March 31, 2022, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:
(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended March 31, 2022 and 2021;
(ii) the Consolidated Balance Sheets at March 31, 2022 and December 31, 2021;
(iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021; and
(iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail.
104 Cover page interactive data file (the cover page XBRL tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
/s/ NAFTALI HOLTZ
Naftali Holtz
Chief Financial Officer
May 5, 2022 (Principal Financial Officer and duly authorized signatory)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.