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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): October 1, 2025
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ROYAL CARIBBEAN CRUISES LTD.
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(Exact Name of Registrant as Specified in Charter) |
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Republic of Liberia
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(State or Other Jurisdiction of Incorporation) |
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| 1-11884 |
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98-0081645 |
(Commission File Number)
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(IRS Employer Identification No.)
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1050 Caribbean Way,
Miami, Florida |
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33132 |
(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: 305-539-6000
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Not
Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name
of each exchange on which registered |
| Common stock, par value $0.01 per share |
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RCL |
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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 October 1, 2025, Royal
Caribbean Cruises Ltd. (the “Company”) completed its previously announced offering of $1.5 billion aggregate principal amount
of 5.375% Senior Notes due 2036 (the “Notes”), pursuant to an underwriting agreement, dated as of September 22, 2025
(the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan
Stanley & Co. LLC, as representatives of the several underwriters named therein.
The
Notes were issued by the Company pursuant to an indenture, dated as of July 31, 2006 (the “Base Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented by a Fourth Supplemental
Indenture, dated October 1, 2025, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”). The Notes have been registered under the Securities Act of 1933, as amended,
by a shelf registration statement on Form S-3ASR (Registration No. 333-277554).
The Company received net proceeds
from the offering of approximately $1.484 billion (after deducting fees, commissions and expenses), which it intends to use 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.
Interest on the Notes accrues
from October 1, 2025 at a rate of 5.375% per annum, and is payable semi-annually in arrears on January 15 and July 15 of
each year, beginning January 15, 2026. The Notes will mature on January 15, 2036, unless earlier redeemed or repurchased.
Further information concerning
the Notes and related matters is set forth in the Company’s Prospectus Supplement dated September 22, 2025, which was filed
with the Securities and Exchange Commission on September 24, 2025.
The preceding is a summary
of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture, the Fourth Supplemental
Indenture and the form of the Notes, each of which is incorporated herein by reference as though they were fully set forth herein. The
Fourth Supplemental Indenture and the form of the Notes are filed herewith as Exhibits 4.2 and 4.3.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth
under Item 1.01 above is incorporated into this Item 2.03 by reference insofar as it relates to the creation of a direct financial obligation.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
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Description |
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| 4.1 |
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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 Securities and Exchange Commission on March 23, 2009). |
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| 4.2 |
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Fourth Supplemental Indenture, dated as of October 1, 2025, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
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| 4.3 |
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Form of 5.375% Senior Notes due 2036 (included in Exhibit 4.2 hereto). |
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| 5.1 |
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Opinion of Watson Farley & Williams LLP. |
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| 5.2 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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| 23.1 |
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Consent of Watson Farley & Williams LLP (included in Exhibit 5.1 hereto). |
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| 23.2 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2 hereto). |
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| 104 |
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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.
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ROYAL CARIBBEAN CRUISES LTD. |
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| Date: October 1, 2025 |
By: |
/s/ Naftali Holtz |
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Name: |
Naftali Holtz |
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Title: |
Chief Financial Officer |
