Royal Caribbean Enters Material Agreement, Incurs Financial Obligation

TL;DR

RCLL just signed a big deal and took on new debt. Watch this space.

AI Summary

On September 26, 2024, Royal Caribbean Cruises Ltd. entered into a material definitive agreement, likely related to financing or a significant operational event. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the company. The report is a current report filed under the Securities Exchange Act of 1934.

Why It Matters

This filing signals a significant financial or operational development for Royal Caribbean, potentially impacting its debt structure, investment plans, or operational capacity.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce new risks related to debt covenants, market conditions, or project execution.

Key Players & Entities

• ROYAL CARIBBEAN CRUISES LTD. (company) — Registrant
• Republic of Liberia (company) — Jurisdiction of Incorporation
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share RCL New York Stock Exchan
• $1.5 billion — reviously announced private offering of $1.5 billion aggregate principal amount of 5.625% Se
• $1.49 billion — eeds from the offering of approximately $1.49 billion (after deducting fees, commissions and
• $700 million — o, (i) to redeem all of the outstanding $700 million aggregate principal amount of its 7.250
• $232 million — to repay in full all of the outstanding $232 million aggregate principal amount of its Silve

Filing Documents

• tm2424765d1_8k.htm (8-K) — 35KB
• tm2424765d1_ex4-1.htm (EX-4.1) — 540KB
• tm2424765d1_ex99-1.htm (EX-99.1) — 11KB
• image_002.jpg (GRAPHIC) — 1KB
• tm2424765d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-103188.txt ( ) — 884KB
• rcl-20240926.xsd (EX-101.SCH) — 3KB
• rcl-20240926_lab.xml (EX-101.LAB) — 33KB
• rcl-20240926_pre.xml (EX-101.PRE) — 22KB
• tm2424765d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 26, 2024, Royal Caribbean Cruises Ltd. (the "Company") completed its previously announced private offering of $1.5 billion aggregate principal amount of 5.625% Senior Notes due 2031 (the "Notes"). The Company received net proceeds from the offering of approximately $1.49 billion (after deducting fees, commissions and expenses), which it intends to use to redeem and/or repay certain of its indebtedness, including, but not limited to, (i) to redeem all of the outstanding $700 million aggregate principal amount of its 7.250% Senior Notes due 2030, after which the Company will have no remaining guaranteed or secured notes outstanding; and (ii) to repay in full all of the outstanding $232 million aggregate principal amount of its Silver Dawn finance lease (including to pay fees and expenses in connection with each of the foregoing), on September 27, 2024 and November 25, 2024, respectively. Pending application in full of the proceeds, the Company may apply some of the proceeds to temporarily repay borrowings under its revolving credit facilities. The Notes were issued by the Company pursuant to an indenture, dated September 26, 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 September 26, 2024 at a rate of 5.625% per annum, and is payable semi-annually in arrears on September 30 and March 31 of each year, beginning March 31, 2025. The Notes will mature on September 30, 2031, unless earlier redeemed or repurchased. The Company may, at its option, redeem, at any time and from time to time prior to September 30, 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 September 30, 2027, the Company may, at its option

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

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.

01 Other Events

Item 8.01 Other Events. On September 26, 2024, the Company issued a press release announcing the completion of a private offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of September 26, 2024, between Royal Caribbean Cruises Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.2 Form of 5.625% Senior Notes due 2031 (included in Exhibit 4.1). 99.1 Press Release, dated September 26, 2024. 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: September 26, 2024 By: /s/ Naftali Holtz Name: Naftali Holtz Title: Chief Financial Officer