Royal Caribbean Cruises Ltd. filed a Form 8-K on August 7, 2026, disclosing that it entered into an underwriting agreement on August 6, 2026, for a $1,250,000,000 public offering of 5.550% Senior Notes due 2034.

Key Highlights

  • Offering size: $1,250,000,000 aggregate principal amount of 5.550% Senior Notes due 2034.
  • Expected closing: The offering is expected to close on August 20, 2026, subject to customary closing conditions.
  • Underwriters: BNP Paribas Securities Corp., BofA Securities, Inc., and Citigroup Global Markets Inc. are acting as representatives of the several underwriters.
  • Use of proceeds: The company intends to use net proceeds to repay a portion of outstanding borrowings under its floating rate term loan facilities, with any remaining proceeds to repay or refinance other existing indebtedness.
  • Signing authority: The filing was signed by Naftali Holtz, Chief Financial Officer, on August 7, 2026.

Royal Caribbean's $1.25 Billion Senior Note Offering and Debt Repayment Plans

According to the filing, Royal Caribbean Cruises Ltd. (NYSE: RCL) entered into an underwriting agreement on August 6, 2026, with BNP Paribas Securities Corp., BofA Securities, Inc., and Citigroup Global Markets Inc., acting as representatives of the several underwriters named in Exhibit A to that agreement. The transaction involves the issuance and sale of $1,250,000,000 in aggregate principal amount of 5.550% Senior Notes due 2034 in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the SEC.

The company disclosed that the offering is expected to close on August 20, 2026, subject to the satisfaction of customary closing conditions. The filing notes that the underwriting agreement "contains customary representations, covenants and indemnification provisions," and that the description of the agreement "does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement," which was filed as Exhibit 1.1.

Regarding use of proceeds, the company stated it intends to apply the net proceeds to repay a portion of the outstanding borrowings under its floating rate term loan facilities, with any remaining net proceeds directed to repay or refinance other existing indebtedness. No other specific allocation or amount was detailed in the filing.

What Was Disclosed

Royal Caribbean Cruises Ltd. disclosed the execution of an underwriting agreement for a $1,250,000,000 offering of 5.550% Senior Notes due 2034, with proceeds intended for debt repayment. The offering was expected to close August 20, 2026.