[8-K] Royal Caribbean Group Reports Material Event

Rhea-AI Filing Summary

Royal Caribbean Group (NYSE:RCL) filed an 8-K announcing entry into a material credit agreement on 25-Jun-2025 to finance its sixth Edge-class cruise ship, slated for delivery in Q4-2028.

The export-credit facility, 100% guaranteed by Bpifrance Assurance Export, will convert into a USD term loan at delivery, amortize semi-annually and mature 12 years later. Interest will accrue at Term SOFR + 0.85%. The agreement contains customary covenants, cross-default triggers and change-of-control provisions. Participating lenders are existing relationship banks.

• Item 1.01: Entry into material definitive agreement
• Item 2.03: Creation of direct financial obligation
• Exhibit 10.1: full novation/credit agreement

Positive

• Secured long-term financing at Term SOFR + 0.85%, a competitive spread supported by a 100% Bpifrance guarantee, lowering expected funding costs for fleet growth

Negative

• Creates a new 12-year term loan obligation that will increase leverage upon 2028 delivery and exposes the company to floating-rate interest risk over the amortization period

Insights

Financial Analyst

TL;DR: Low-spread export loan funds growth; leverage rises moderately.

The SOFR + 0.85% pricing is well below typical unsecured cruise debt, reflecting the French export guarantee and improving RCL’s blended cost of capital. The 12-year tenor matches the vessel’s cash-flow horizon, smoothing amortization. While the balance-sheet impact only materializes at 2028 delivery, the commitment increases future leverage and signals ongoing fleet expansion. Because no principal amount is disclosed, the exact leverage delta is unclear, but Edge-class builds historically exceed $1 bn, implying a likely material obligation. Overall, the transaction is strategically positive yet financially neutral until drawdown.

Risk Analyst

TL;DR: Guarantee mitigates credit risk; floating-rate exposure remains.

The Bpifrance backstop substantially lowers default probability and covenant stringency. However, the loan floats with SOFR, leaving RCL exposed to interest-rate volatility over a 12-year window unless hedged. Covenants and cross-default clauses could accelerate repayment if operating conditions deteriorate. Given ongoing macro uncertainty in travel demand, committing to another large vessel adds execution risk. Still, the guarantee and long tenor buffer short-term liquidity stress, making the net risk profile manageable.

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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): June 25, 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 June 25, 2025, Royal Caribbean Cruises Ltd. (the “Company”) entered into a credit agreement (the “Credit Agreement”) for the financing of the sixth Edge-class ship which is scheduled for delivery in the fourth quarter of 2028. The Credit Agreement makes available to the Company, upon acceptance and delivery of the ship, a US dollar-denominated term loan guaranteed 100% by BpiFrance Assurance Export, the official export credit agency of France. The loan, once assigned to the Company upon delivery of the ship, will amortize semi-annually and will mature twelve years thereafter. Interest on the loan is expected to accrue at a floating rate of Term SOFR plus 0.85% per annum. The Credit Agreement contains customary events of default and prepayment events for, among other things, non-payment, breach of covenants, default on certain other indebtedness, certain large judgments and a change of control of the Company.

Certain of the lenders participating in the facility, and affiliates of those parties, provide banking, investment banking and other financial services to the Company from time to time for which they have received, and will in the future receive, customary fees.

The foregoing description of the provisions of the Credit Agreement is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Credit Agreement, which is filed herewith as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.		Description
10.1		Novation Agreement relating to a Secured Credit Facility Agreement for Hull No. V35, dated June 25, 2025, by and among the Company and the banks and financial institutions listed therein
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: June 27, 2025	By:	/s/ Naftali Holtz
	Name:	Naftali Holtz
	Title:	Chief Financial Officer

FAQ

What type of financing did RCL secure on June 25, 2025?

A Bpifrance-guaranteed USD term loan to fund its sixth Edge-class ship, which converts at delivery and amortizes over 12 years.

What interest rate will RCL pay on the new loan?

The loan accrues interest at Term SOFR + 0.85% per annum.

When is RCL's sixth Edge-class ship expected to be delivered?

The vessel is scheduled for delivery in the fourth quarter of 2028.

How long is the maturity of RCL's new credit facility?

The term loan will mature 12 years after it is assigned to Royal Caribbean upon ship delivery.

Is the new loan guaranteed by any entity?

Yes, it is 100% guaranteed by Bpifrance Assurance Export, France’s official export credit agency.