Royal Caribbean Cruises Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of
earliest event reported): September 23, 2025 (
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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).
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| 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated September 22, 2025, among Royal Caribbean Cruises Ltd. and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Exhibit A thereto. | |
| 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: September 23, 2025 | By: | /s/ Naftali Holtz |
| Name: | Naftali Holtz | |
| Title: | Chief Financial Officer | |