UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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
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: October 1, 2025 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |