Royal Caribbean Cruises Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 27, 2026, Royal Caribbean Cruises Ltd. (the “Company”) completed its previously announced offering of $1,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2038 (the “2038 Notes” and, together with the 2033 Notes, the “Notes”), pursuant to an underwriting agreement, dated as of February 12, 2026 (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and PNC Capital Markets 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 Fifth Supplemental Indenture, dated February 27, 2026, between the Company and the Trustee (the “Fifth 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 $2.471 billion (after deducting fees, commissions and expenses), which it intends to use to refinance its senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness, which may include term loans.
Interest on the 2033 Notes accrues from February 27, 2026 at a rate of 4.750% per annum, and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2026. The 2033 Notes will mature on May 15, 2033, unless earlier redeemed or repurchased. Interest on the 2038 Notes accrues from February 27, 2026 at a rate of 5.250% per annum, and is payable semi-annually in arrears on February 27 and August 27 of each year, beginning August 27, 2026. The 2038 Notes will mature on February 27, 2038, unless earlier redeemed or repurchased.
Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated February 12, 2026, which was filed with the Securities and Exchange Commission on February 13, 2026.
The preceding is a summary of the terms of the Indenture, the 2033 Notes and the 2038 Notes, and is qualified in its entirety by reference to the Base Indenture, the Fifth Supplemental Indenture, the form of the 2033 Notes and the form of the 2038 Notes, each of which is incorporated herein by reference as though they were fully set forth herein. The Fifth Supplemental Indenture, the form of the 2033 Notes and the form of the 2038 Notes are filed herewith as Exhibits 4.2, 4.3 and 4.4, respectively.
| 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: February 27, 2026 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |