Royal Caribbean (NYSE: RCL) prices $1.5B 5.375% senior notes due 2036

Rhea-AI Filing Summary

Royal Caribbean Cruises Ltd. entered into an underwriting agreement to issue and sell $1,500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2036 in an underwritten public offering. The deal is led by BofA Securities, Goldman Sachs & Co. and Morgan Stanley & Co. as representatives of the underwriters and is being conducted under an effective SEC registration statement and prospectus supplement. The offering is expected to close on October 1, 2025, subject to customary closing conditions.

The company expects to use the net proceeds primarily to finance the upcoming delivery of the cruise ship Celebrity Xcel instead of drawing on its existing committed export credit agency facility. Any remaining net proceeds are expected to be used to redeem, refinance or otherwise repurchase existing debt, including outstanding amounts under its revolving credit facilities, adjusting the mix and cost of its overall borrowings.

Insights

Capital structure analyst

Royal Caribbean adds $1.5B long-term debt while shifting ship financing sources.

Royal Caribbean Cruises Ltd. plans to issue $1,500,000,000 of 5.375% Senior Notes due 2036, adding long-term fixed-rate debt to its capital structure. The notes are being sold via an underwritten public offering, with closing targeted for October 1, 2025 subject to customary conditions, which formalizes funding ahead of the delivery of Celebrity Xcel.

The company expects to use the net proceeds to finance the ship’s delivery in lieu of tapping an existing export credit agency facility, then allocate remaining funds to redeem, refinance or repurchase other indebtedness, including revolving credit facility borrowings. The net effect will depend on which specific obligations are refinanced, their existing interest costs and maturities, but the transaction clearly reshuffles debt between facilities and a 2036 maturity bond.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 23, 2025 (September 22, 2025)

ROYAL CARIBBEAN CRUISES LTD.

(Exact Name of Registrant as Specified in Charter)

Republic of Liberia

(State or Other Jurisdiction of Incorporation)

1-11884			98-0081645
(Commission File Number)			(IRS Employer Identification No.)
1050 Caribbean Way, Miami, Florida			33132
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: 305-539-6000

Not Applicable 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		RCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ¨

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 13(a) of the Exchange Act.        ¨

Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2025, Royal Caribbean Cruises Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Exhibit A thereto, relating to the issuance and sale by the Company of $1,500,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2036 in an underwritten public offering (the “Offering”) made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission. The Offering is expected to close on October 1, 2025, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, covenants and indemnification provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company expects to use the net proceeds from the Offering 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.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated September 22, 2025, among Royal Caribbean Cruises Ltd. and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Exhibit A thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	ROYAL CARIBBEAN CRUISES LTD.
Date: September 23, 2025	By:	/s/ Naftali Holtz
	Name:	Naftali Holtz
	Title:	Chief Financial Officer

FAQ

What debt offering did Royal Caribbean Cruises Ltd. (RCL) announce?

Royal Caribbean Cruises Ltd. entered into an underwriting agreement for an underwritten public offering of $1,500,000,000 aggregate principal amount of its 5.375% Senior Notes due 2036.

How will Royal Caribbean (RCL) use the net proceeds from the $1.5 billion notes?

The company expects to use the net proceeds to finance the upcoming delivery of Celebrity Xcel instead of using its committed export credit agency facility, with remaining proceeds to redeem, refinance or repurchase existing indebtedness, including its revolving credit facilities.

When is the Royal Caribbean 5.375% Senior Notes due 2036 offering expected to close?

The offering of the 5.375% Senior Notes due 2036 is expected to close on October 1, 2025, subject to satisfaction of customary closing conditions.

Who are the underwriters for Royal Caribbean’s new senior notes offering?

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as representatives of the several underwriters under the underwriting agreement with Royal Caribbean Cruises Ltd.

Is Royal Caribbean (RCL) using a registration statement for this debt offering?

Yes. The 5.375% Senior Notes due 2036 are being issued and sold in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission.

Will the transaction affect Royal Caribbean’s existing revolving credit facilities?

Royal Caribbean expects to use a portion of the remaining net proceeds from the offering to redeem, refinance or otherwise repurchase existing debt, which may include amounts outstanding under its revolving credit facilities.