ROYAL CARIBBEAN CRUISES LTD 8-K

What Happened

• Royal Caribbean Cruises Ltd. announced on February 27, 2026 that it completed an offering of $2.5 billion aggregate principal amount of senior notes — $1.25 billion of 4.750% Senior Notes due 2033 and $1.25 billion of 5.250% Senior Notes due 2038. The offering was completed under an underwriting agreement with J.P. Morgan, Morgan Stanley and PNC Capital Markets and issued under the company’s 2006 indenture as supplemented by a Fifth Supplemental Indenture dated February 27, 2026. The company received approximately $2.471 billion in net proceeds.

Key Details

• Amounts: $1,250,000,000 of 4.750% notes due May 15, 2033; $1,250,000,000 of 5.250% notes due February 27, 2038.
• Interest: 2033 notes accrue from Feb 27, 2026 at 4.750% payable semi‑annually (May 15 & Nov 15, starting Nov 15, 2026); 2038 notes accrue from Feb 27, 2026 at 5.250% payable semi‑annually (Feb 27 & Aug 27, starting Aug 27, 2026).
• Use of proceeds: Approximately $2.471 billion net proceeds intended to refinance senior notes maturing in 2026 and to repay existing indebtedness (which may include term loans).
• Legal/registration: Notes issued under the Base Indenture (July 31, 2006) as supplemented by the Fifth Supplemental Indenture (Feb 27, 2026) and registered under the Securities Act via Form S-3ASR (Reg. No. 333-277554).

Why It Matters

• This transaction creates new long-term debt for Royal Caribbean and extends part of its debt maturity profile to 2033 and 2038, which can reduce near‑term refinancing pressure from notes due in 2026. The net proceeds are being deployed to refinance nearer-term obligations and pay down existing debt, affecting the company’s leverage and interest expense profile going forward. Investors should note the fixed interest rates and maturities when assessing future cash interest requirements and credit risk.