PR99253

MIAMI, Dec. 19, 2022 /PRNewswire=KYODO JBN/ --

Royal Caribbean Group (NYSE: RCL) announced today that it has entered into a

new partnership with iCON Infrastructure Partners VI, L.P. ("iCON VI") [1], a

fund advised by iCON Infrastructure LLP ("iCON Infrastructure" or "iCON") to

develop strategic cruise port infrastructure in support of Royal Caribbean

Group's robust growth plans.

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Access to destinations continues to be of strategic importance to Royal

Caribbean Group's core business. The proposed partnership will own, develop,

and manage cruise terminal facilities and infrastructure in home ports and key

ports of call. The partnership, which will be owned 90% by iCON VI and 10% by

Royal Caribbean Group, will be managed by an independent management team with

strategic support from Royal Caribbean Group. Both parties have committed to

provide funding for future expansion in accordance with their percentage

interest.

"Our partnership with iCON is a unique opportunity to catapult us into the

coming decades of port investments, build further financial strength, and

provide exceptional cruising experiences, responsibly, to our guests at the

best destinations in the world," said Jason Liberty, president and CEO, Royal

Caribbean Group. "Over the last few years, we have developed more destinations

than any other cruise company and this new partnership will allow us to

implement a capital-light investment framework to accelerate the development of

strategic destinations around the world. We selected iCON because of our shared

strategic priorities – delivering the best experiences in the world,

responsibly – and our shared commitment to sustainability, being a committed

partner in each of the destinations we visit and exploring the very best

locations around the world."

iCON is a leading independent investment group with a focus on investing in

high-quality infrastructure assets located predominantly in North America and

Europe, with extensive experience investing in ports and port-related

infrastructure.

The new partnership will initially include PortMiami Terminal A, and several

development projects in Italy, Spain, and the U.S. Virgin Islands. The

partnership will also pursue additional port infrastructure developments based

on the robust pipeline of projects as part of Royal Caribbean Group's

destination development strategy. At closing (anticipated for the first quarter

of 2023), Royal Caribbean Group expects to receive net cash proceeds of

approximately $210 million. The partnership is expected to be accretive to

earnings, ROIC, and leverage metrics and will allow Royal Caribbean Group to

continue investing in the development of strategic infrastructure while

supporting the goals of its Trifecta program.

"We are thrilled to be partnering with Royal Caribbean Group to develop, own

and manage a portfolio of cruise terminals in key strategic markets," said Iain

Macleod, Managing Partner at iCON. "Through this partnership, we will provide

world class cruise terminal infrastructure, offering cruise guests more

opportunities to see and experience the world in partnership with the Royal

Caribbean Group, a world class operator. In the years to come, we look forward

to delivering new high-quality terminals, working closely with key destination

communities and with a strong focus on sustainability."  

BofA Securities is serving as exclusive financial advisor to Royal Caribbean

Group.

About Royal Caribbean Group:

Royal Caribbean Group (NYSE: RCL) is one of the leading cruise companies in the

world with a global fleet of 64 ships traveling to approximately 1,000

destinations around the world. Royal Caribbean Group is the owner and operator

of three award-winning cruise brands: Royal Caribbean International, Celebrity

Cruises, and Silversea Cruises, and it is also a 50% owner of a joint venture

that operates TUI Cruises and Hapag-Lloyd Cruises. Together, the brands have an

additional 10 ships on order as of September 30, 2022. Learn more at

www.royalcaribbeangroup.com or www.rclinvestor.com.

About iCON:

iCON is the exclusive advisor to funds with cumulative commitments in excess of

$8bn. iCON VI, iCON's latest flagship fund, closed fundraising in June 2022

with $3.6bn of capital committed from over 50  investors. Investors in iCON's

funds comprise globally recognized corporate and public pension funds, asset

managers, insurance companies and sovereign wealth funds.

iCON is a long-term investor with an extensive track record of partnering

alongside strategic counterparties that share a similar focus on growth,

operational excellence and sustainability. iCON advised funds invest across a

range of infrastructure sectors including ports, transport, telecommunications,

healthcare, water, energy generation, distribution and storage. Learn more at

www.iconinfrastructure.com.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release relating to, among other things, our

future performance estimates, forecasts and projections constitute

forward-looking statements under the Private Securities Litigation Reform Act

of 1995. These statements include, but are not limited, to: statements

regarding the impact of the Partnership on our financial performance,

projections and balance sheet. Words such as "anticipate," "believe," "could,"

"driving," "estimate," "expect," "goal," "intend," "may," "plan," "project,"

"seek," "should," "will," "would," "considering," and similar expressions are

intended to help identify forward-looking statements. Forward-looking

statements reflect management's current expectations, are based on judgments,

are inherently uncertain and are subject to risks, uncertainties and other

factors, which could cause our actual results, performance or achievements to

differ materially from the future results, performance or achievements

expressed or implied in those forward-looking statements. Examples of these

risks, uncertainties and other factors include, but are not limited to, the

following: the impact of the global incidence and continued spread of COVID-19,

which has had and may continue to have a material adverse impact on our

business, liquidity and results of operations, or other contagious illnesses on

economic conditions and the travel industry in general and the financial

position and operating results of our Company in particular, such as:

governmental and self-imposed travel restrictions and guest cancellations; our

ability to obtain sufficient financing, capital or revenues to satisfy

liquidity needs, capital expenditures, debt repayments and other financing

needs; the effectiveness of the actions we have taken to improve and address

our liquidity needs; the impact of the economic and geopolitical environment on

key aspects of our business including the conflict between Ukraine and Russia,

such as the demand for cruises, passenger spending, and operating costs;

incidents or adverse publicity concerning our ships, port facilities, land

destinations and/or passengers or the cruise vacation industry in general;

concerns over safety, health and security of guests and crew; our COVID-19

protocols and any other health protocols we may develop in response to

infectious diseases may be costly and less effective than we expect in reducing

the risk of infection and spread of such disease on our cruise ships; further

impairments of our goodwill, long-lived assets, equity investments and notes

receivable; an inability to source our crew or our provisions and supplies from

certain places; an increase in concern about the risk of illness on our ships

or when travelling to or from our ships, all of which reduces demand;

unavailability of ports of call; growing anti-tourism sentiments and

environmental concerns; changes in U.S. foreign travel policy; the

uncertainties of conducting business internationally and expanding into new

markets and new ventures; our ability to recruit, develop and retain high

quality personnel; changes in operating and financing costs; our indebtedness,

any additional indebtedness we may incur and restrictions in the agreements

governing our indebtedness that limit our flexibility in operating our

business; the impact of foreign currency exchange rates, the impact of higher

interest rate and fuel prices; the settlement of conversions of our convertible

notes, if any, in shares of our common stock or a combination of cash and

shares of our common stock, which may result in substantial dilution for our

existing shareholders; our expectation that we will not declare or pay

dividends on our common stock for the near future; vacation industry

competition and changes in industry capacity and overcapacity; the risks and

costs related to cyber security attacks, data breaches, protecting our systems

and maintaining integrity and security of our business information, as well as

personal data of our guests, employees and others; the impact of new or

changing legislation and regulations (including environmental regulations) or

governmental orders on our business; pending or threatened litigation,

investigations and enforcement actions; the effects of weather, natural

disasters and seasonality on our business; the impact of issues at shipyards,

including ship delivery delays, ship cancellations or ship construction cost

increases; shipyard unavailability; the unavailability or cost of air service;

and uncertainties of a foreign legal system as we are not incorporated in the

United States.

More information about factors that could affect our operating results is

included under the caption "Risk Factors" in our most recent current report on

Form 10-Q, as well as our other filings with the SEC, copies of which may be

obtained by visiting our Investor Relations website at www.rclinvestor.com or

the SEC's website at www.sec.gov. Undue reliance should not be placed on the

forward-looking statements in this release, which are based on information

available to us on the date hereof. We undertake no obligation to publicly

update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise.

Selected Definitions

Trifecta refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and

ROIC goals we publicly announced in November 2022 and are seeking to achieve by

the end of 2025. We designed this program to help us better execute and achieve

our business goals by clearly articulating longer-term financial objectives.

Under the Trifecta Program, we are targeting Adjusted EBITDA per APCD of at

least $100, Adjusted EPS of at least $10, and ROIC of 13% or higher by the end

of 2025.

Adjusted EBITDA is a non-GAAP measure that represents EBITDA (as defined below)

excluding certain items that we believe adjusting for is meaningful when

assessing our profitability on a comparative basis. Refer to Management's

Discussion and Analysis of Financial Condition and Results of Operations within

Item 2 of our Quarterly Report on Form 10-Q for the quarter ended September 30,

2022 for a discussion of items adjusted to arrive at Adjusted EBITDA.

Adjusted Earnings (Loss) per Share ("Adjusted EPS") is a non-GAAP measure that

represents Adjusted Net Income (Loss) (as defined below) divided by weighted

average shares outstanding or by diluted weighted average shares outstanding,

as applicable. We believe that this non-GAAP measure is meaningful when

assessing our performance on a comparative basis.

Adjusted Net Income (Loss) is a non-GAAP measure that represents net income

(loss) excluding certain items that we believe adjusting for is meaningful when

assessing our performance on a comparative basis. Refer to Management's

Discussion and Analysis of Financial Condition and Results of Operations within

Item 2 of our Quarterly Report on Form 10-Q for the quarter ended September 30,

2022, and within Item 7 of our Annual Report on Form 10-K for the year ended

December 31, 2021 for a discussion of items adjusted to arrive at Adjusted Net

Income (Loss).

Adjusted Operating Income (Loss) is a non-GAAP measure that represents

operating income (loss) including income (loss) from equity investments and

income taxes but excluding certain items that we believe adjusting for is

meaningful when assessing our operating performance on a comparative basis.

Refer to Item 2. Management's Discussion and Analysis of Financial Condition

and Results of Operations of our Quarterly Report on Form 10-Q for the quarter

ended September 30, 2022 for a discussion of items adjusted to arrive at

Adjusted Operating Income (Loss). We use this non-GAAP measure to calculate

ROIC (as defined below).

Available Passenger Cruise Days ("APCD") is our measurement of capacity and

represents double occupancy per cabin multiplied by the number of cruise days

for the period, which excludes canceled cruise days and cabins not available

for sale. We use this measure to perform capacity and rate analysis to identify

our main non-capacity drivers that cause our cruise revenue and expenses to

vary.

EBITDA is a non-GAAP measure that represents net income (loss) excluding (i)

interest income; (ii) interest expense, net of interest capitalized; (iii)

depreciation and amortization expenses; and (iv) income tax benefit or expense.

We believe that this non-GAAP measure is meaningful when assessing our

operating performance on a comparative basis.

Invested Capital represents the most recent five-quarter average of total debt

(i.e., Current portion of long-term debt plus Long-term debt) plus Total

shareholders' equity. We use this measure to calculate ROIC (as defined below).

Return on Invested Capital ("ROIC") represents Adjusted Operating Income (Loss)

divided by Invested Capital. We believe ROIC is a meaningful measure because it

quantifies how efficiently we generated operating income relative to the

capital we have invested in the business. ROIC is also used as a key metric in

our long-term incentive compensation program for our executive officers.

[1] iCON Infrastructure Partners VI ("iCON VI") comprises two parallel limited

partnerships, iCON Infrastructure Partners VI, L.P. and iCON Infrastructure

Partners VI-B, L.P. iCON Infrastructure Management VI Limited, the managing

general partner of each of iCON Infrastructure Partners VI, L.P. and iCON

Infrastructure Partners VI-B, L.P., is licensed by the Guernsey Financial

Services Commission. iCON Infrastructure LLP ("iCON"), the investment advisor

to the managing general partner, is regulated by the Financial Conduct

Authority.

SOURCE  Royal Caribbean Group

Media Contact:  Jonathon Fishman, corporatecommunications@rccl.com