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Royal Caribbean Cruises (NYSE: RCL) commenced a registered public offering of senior unsecured notes on November 18, 2025 to raise net proceeds to finance delivery of the Celebrity Xcel and to redeem, refinance or repurchase existing indebtedness, including amounts under its revolving credit facilities.

BofA Securities, Goldman Sachs and Morgan Stanley are lead book‑running managers. The offering uses an automatic shelf registration that became effective on February 29, 2024. Prospectus and prospectus supplement are available on EDGAR. The company disclosed standard forward‑looking statements and a wide range of risks related to its business and financing.

Positive

• Offering targets financing for Celebrity Xcel delivery
• Proceeds may redeem/refinance existing indebtedness
• Shelf registration effective on February 29, 2024

Negative

• Issuance adds senior unsecured debt to capital structure
• Proceeds use could increase leverage if not reduced by redemptions
• Financing subject to market and execution risk

Insights

Capital Markets Analyst

Registered offering of senior unsecured notes to fund ship delivery and refinance debt; credit and liquidity effects are the main points to watch.

**Royal Caribbean Cruises Ltd.** has commenced a registered public offering of senior unsecured notes to finance the upcoming delivery of Celebrity Xcel and to redeem, refinance or repurchase existing indebtedness, including amounts under its revolving credit facilities. The offering uses an automatic shelf registration statement that became effective on Feb 29, 2024, with BofA, Goldman Sachs and Morgan Stanley as book‑running managers. The company explicitly directs readers to the prospectus and prospectus supplement filed with the SEC for full terms.

The business mechanism is straightforward: the notes raise liquidity to fund a capital expenditure (ship delivery) while reducing reliance on an existing export credit facility and addressing other borrowings. Key dependencies include the final pricing, maturity, covenants and use‑of‑proceeds allocation disclosed in the prospectus supplement; those terms determine near‑term interest expense and medium‑term leverage. Risks include potential market reception to unsecured issuance and the effect of additional unsecured debt on covenant headroom and refinancing flexibility.

Watch for the prospectus supplement for exact debt economics and settlement timing, and monitor the company’s subsequent disclosures on how net proceeds are applied to revolving facilities and any changes to dividend policy. Near‑term focus is the execution and pricing of the offering and the delivery timeline for Celebrity Xcel; medium horizon is the company’s post‑issuance leverage and liquidity profile over the next reporting cycle.

MIAMI, Sept. 22, 2025 /PRNewswire/ -- Royal Caribbean Cruises Ltd. (NYSE: RCL) (the "Company") today announced that it has commenced a registered public offering of senior unsecured notes (the "Notes").

The Company intends to use the net proceeds from the sale of the Notes to finance the upcoming delivery of Celebrity Xcel in lieu of utilizing its existing committed export credit agency facility and, with the remaining net proceeds, to redeem, refinance or otherwise repurchase existing indebtedness, including amounts outstanding under its revolving credit facilities.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as lead book-running managers for the offering.

The Notes offering is being made pursuant to an automatic shelf registration statement (including a prospectus) that was filed by the Company with the Securities and Exchange Commission (the "SEC") on February 29, 2024, and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering.

Copies of the prospectus and related prospectus supplement relating to the offering may be obtained from BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attn: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322, Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Prospectus Department, at prospectus-ny@ny.email.gs.com or by telephone at 1-866-471-2526 and Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release relating to, among other things, the offering and sale of the Notes constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, to: statements regarding terms of the offering of the Notes and the intended use of proceeds. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would" and similar expressions are intended to help identify 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 the Company's 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 economic and geopolitical environment on key aspects of the Company's business, such as the demand for cruises, passenger spending, and operating costs; changes in operating costs; the unavailability or cost of air service; incidents or adverse publicity concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; the effects of weather, climate events and/or natural disasters on the Company's business; risks related to the Company's sustainability activities; the impact of issues at shipyards, including ship delivery delays and ship construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in industry capacity; inability to manage the Company's cost and allocate our financial resources efficiently; the uncertainties of conducting business globally and expanding into new markets and new ventures, including potential acquisitions; issues with travel advisers that sell and market the Company's cruises; reliance on third-party service providers; potential unavailability of insurance coverage; disease outbreaks and increased concern about the risk of illness on the Company's ships or when travelling to or from the Company's ships, which could cause a decrease in demand, guest cancellations, and ship redeployments; the risks and costs related to cyber security attacks, data breaches, protecting the Company's systems and maintaining data integrity and security; uncertainties of a foreign legal system as the Company is not incorporated in the United States; the Company's ability to obtain sufficient financing or capital to fund its capital expenditures, operations, debt repayments and other financing needs; the Company's expectation and ability to pay a cash dividend on its common stock in the future; changes to the Company's dividend policy; changes in U.S. or other countries' foreign travel policy; impact of new or changing legislation and regulations (including environmental regulations) or governmental orders on the Company's business; fluctuations in foreign currency exchange rates, fuel prices and interest rates; further impairments of the Company's goodwill, long-lived assets, equity investments and notes receivable; an inability to source crew or provisions and supplies from certain places; the Company's ability to recruit, develop and retain high quality personnel; and pending or threatened litigation, investigations and enforcement actions.

Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to the Company on the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Royal Caribbean Group

Royal Caribbean Group (NYSE: RCL) is a vacation industry leader with a global fleet of 68 ships across its five brands traveling to all seven continents. With a mission to deliver the best vacations responsibly, Royal Caribbean Group serves millions of guests each year through its portfolio of best-in-class brands, including Royal Caribbean, Celebrity Cruises, and Silversea; and an expanding portfolio of land-based vacation experiences through Perfect Day at CocoCay and Royal Beach Club collection. The Company also owns a 50% joint venture interest in TUI Cruises, which operates partner brands Mein Shiff and Hapag-Lloyd Cruises. With a rich history of innovating, Royal Caribbean Group continually delivers exciting new products and guest experiences that help shape the future of leisure travel.

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SOURCE Royal Caribbean Group

FAQ

What did Royal Caribbean (RCL) announce on November 18, 2025?

Royal Caribbean commenced a registered public offering of senior unsecured notes to finance Celebrity Xcel delivery and to redeem or refinance existing debt.

How will RCL use the proceeds from the notes offering?

Net proceeds will finance the Celebrity Xcel delivery and with remaining proceeds may redeem, refinance or repurchase existing indebtedness.

Who are the lead managers for the RCL notes offering?

BofA Securities, Goldman Sachs and Morgan Stanley are the lead book‑running managers for the offering.

Where can investors find the prospectus for RCL's notes offering?

The prospectus and prospectus supplement are available free on EDGAR at www.sec.gov or from the listed book‑running managers.

What type of registration supports the RCL notes offering and when was it effective?

The offering is made under an automatic shelf registration that became effective on February 29, 2024.