Executive Brief

  • Royal Caribbean Cruises Ltd. entered into an underwriting agreement on September 22, 2025, to issue $1.5 billion aggregate principal amount of 5.375% Senior Notes due 2036 (Item 1.01).
  • The offering is expected to close on October 1, 2025, subject to customary closing conditions (Item 1.01).
  • Net proceeds will be used to finance the delivery of the Celebrity Xcel ship and to redeem, refinance, or repurchase existing indebtedness, including revolving credit facilities (Item 1.01).
  • Underwriters include BofA Securities, Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC (Item 1.01).
  • The underwriting agreement contains customary representations, covenants, and indemnification provisions (Item 1.01).
  • No other Items such as financial results, director changes, or delisting notices were disclosed.
  • Exhibit 1.1 contains the full underwriting agreement text (Item 9.01).
  • No financial guidance or impact details beyond the use of proceeds were provided.
  • No risks, uncertainties, or materiality disclaimers beyond standard customary conditions were disclosed.
  • Forward-looking statements are implied by the expected closing date and use of proceeds but not explicitly detailed.

Item-by-Item Analysis

Item 1.01 – Entry into a Material Definitive Agreement

  • What happened: Royal Caribbean Cruises Ltd. entered into an underwriting agreement to issue $1.5 billion aggregate principal amount of 5.375% Senior Notes due 2036.
  • Parties/terms: Underwriters are BofA Securities, Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC as representatives of several underwriters. The notes bear a 5.375% coupon and mature in 2036. The offering is underwritten and public, pursuant to a registration statement and prospectus supplement filed with the SEC.
  • Conditions/closing: Expected closing date is October 1, 2025, subject to customary closing conditions.
  • Use of proceeds: To finance delivery of the Celebrity Xcel ship instead of using existing export credit agency facility; remaining proceeds to redeem, refinance, or repurchase existing debt including revolving credit facilities.
  • Agreement provisions: Contains customary representations, covenants, indemnification provisions.
  • Source: (Item 1.01, paras 1-6), (Exhibit 1.1).

Item 9.01 – Financial Statements and Exhibits

  • Exhibit 1.1: Underwriting Agreement dated September 22, 2025, among Royal Caribbean Cruises Ltd. and the underwriters.
  • Exhibit 104: Cover Page Interactive Data File embedded.
  • Source: (Item 9.01, para 1), (Exhibit 1.1).

Exhibits Summary

  • Exhibit 1.1: Full underwriting agreement text detailing terms, parties, obligations, and conditions of the note issuance.
  • No press release or investor presentation attached.

Financial & Dilution Impact

  • $1.5 billion principal amount of new senior notes issued at 5.375% coupon, maturing in 2036.
  • Use of proceeds includes financing a new ship delivery and debt refinancing/repurchase.
  • Potential impact on leverage and interest expense due to new debt issuance.
  • No explicit guidance updates or financial metrics disclosed.

Timeline & Required Actions

  • Offering expected to close on October 1, 2025.
  • Closing subject to customary conditions (not detailed).
  • No shareholder approvals or other filings mentioned.

Risks & Monitoring

  • Risks implicit in customary closing conditions and market conditions for debt issuance.
  • No specific material adverse change (MAC) clauses or termination penalties disclosed.
  • Monitor for updates on closing, use of proceeds, and impact on credit metrics.

Metadata & Quality Checks

  • No OCR or parsing issues noted.
  • Non-GAAP reconciliation: Unknown.
  • Forward-looking statements: Implied but not explicitly stated.
  • Related-party transactions: None disclosed.

Final Checklist

  • Item 1.01 present and analyzed.
  • Item 9.01 exhibits listed.
  • No other Items present.
  • No press release or investor deck attached.
  • Financial impact quantified where possible.
  • Timeline and risks summarized.

Summary

Royal Caribbean Cruises Ltd. announced a $1.5 billion senior notes offering due 2036 with a 5.375% coupon, expected to close October 1, 2025. Proceeds will fund new ship delivery and debt refinancing. The underwriting agreement includes standard terms and is filed as Exhibit 1.1. Investors should monitor closing conditions and subsequent financial impacts.

Original Filing