Royal Caribbean Cruises Ltd.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 15:28

Material Agreement (Form 8-K)

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.

Royal Caribbean Cruises Ltd. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 21:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]