Royal Caribbean Enters Material Definitive Agreement

TL;DR

RCLL just signed a big deal, could be a new loan or debt. Watch financials.

AI Summary

On March 7, 2024, Royal Caribbean Cruises Ltd. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in the Republic of Liberia with its principal executive offices in Miami, Florida, filed this 8-K report to disclose the event.

Why It Matters

This filing indicates a significant financial commitment or obligation for Royal Caribbean, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements often involves significant financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Royal Caribbean Cruises Ltd. (company) — Registrant
• March 7, 2024 (date) — Date of earliest event reported
• Republic of Liberia (jurisdiction) — State of incorporation
• Miami, Florida (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share RCL New York Stock Exchan
• $1.25 billion — ed its previously announced offering of $1.25 billion aggregate principal amount of 6.250% Se
• $1.236 billion — eeds from the offering of approximately $1.236 billion (after deducting fees, commissions and

Filing Documents

• tm247076d1_8k.htm (8-K) — 37KB
• tm247076d1_ex4-1.htm (EX-4.1) — 618KB
• tm247076d1_ex99-1.htm (EX-99.1) — 10KB
• tm247012d1_ex99-1img001.jpg (GRAPHIC) — 20KB
• 0001104659-24-031928.txt ( ) — 982KB
• rcl-20240307.xsd (EX-101.SCH) — 3KB
• rcl-20240307_lab.xml (EX-101.LAB) — 33KB
• rcl-20240307_pre.xml (EX-101.PRE) — 22KB
• tm247076d1_8k_htm.xml (XML) — 3KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. On March 7, 2024, Royal Caribbean Cruises Ltd. (the "Company") completed its previously announced offering of $1.25 billion aggregate principal amount of 6.250% Senior Notes due 2032 (the "Notes"). The Company received net proceeds from the offering of approximately $1.236 billion (after deducting fees, commissions and expenses), which it intends to use, together with cash on hand and/or borrowings under its revolving credit facilities, to redeem all of the outstanding $1.25 billion aggregate principal amount of its 11.625% Senior Notes due 2027 on March 8, 2024 (including payment of fees and expenses incurred in connection with such redemption). The Notes were issued by the Company pursuant to an indenture, dated March 7, 2024 (the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Interest on the Notes accrues from March 7, 2024 at a rate of 6.250% per annum, and is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2024. The Notes will mature on March 15, 2032, unless earlier redeemed or repurchased. The Company may, at its option, redeem, at any time and from time to time prior to March 15, 2027, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption plus a "make-whole premium" described in the Indenture. On or after March 15, 2027, the Company may, at its option, redeem, at any time and from time to time, some or all of the Notes at redemptions prices listed in the Indenture, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time and from time to time prior to March 15, 2027, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with the proceeds from certain equity offerings a

03 . Creation

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.

01 . Other Events

Item 8.01 . Other Events. On March 7, 2024 the Company issued a press release announcing the completion of a private placement of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit 4.1 I ndenture, dated as of March 7, 2024, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. Exhibit 4.2 Form of 6.250% Senior Notes due 2032 (included in Exhibit 4.1). Exhibit 99.1 Press Release, dated March 7, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: March 7, 2024 By: /s/ Naftali Holtz Name: Naftali Holtz Chief Financial Officer