Royal Caribbean Group announces proposed offering of senior unsecured notes

Rhea-AI Summary

Royal Caribbean Group (NYSE:RCL) has announced a registered public offering of senior unsecured notes. The company plans to use the proceeds to finance the upcoming delivery of Celebrity Xcel cruise ship instead of using its existing export credit agency facility. The remaining funds will be allocated to redeem, refinance, or repurchase existing debt, including outstanding revolving credit facilities.

The offering is being managed by lead book-runners BofA Securities, Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC. The notes are being offered through an automatic shelf registration statement filed with the SEC on February 29, 2024.

Positive

• Potential debt restructuring to optimize financial position
• Financing secured for new Celebrity Xcel cruise ship delivery
• Alternative to using existing credit facility provides financial flexibility

Negative

• Increase in company's debt load
• Additional interest expenses from new notes
• Potential dilution of existing debt holders

Insights

Corporate Finance Specialist

RCL is raising capital through unsecured notes to fund a new cruise ship and refinance existing debt, strengthening its financial position.

Royal Caribbean is undertaking a strategic financing move by issuing senior unsecured notes in a registered public offering. This debt issuance serves two specific purposes: primarily to finance the upcoming delivery of the Celebrity Xcel cruise ship, and secondarily to redeem or refinance existing debt obligations, including outstanding revolving credit facilities.

This approach demonstrates thoughtful capital allocation by substituting the previously arranged export credit agency facility with potentially more favorable market-based financing. The company is effectively restructuring its debt profile while securing necessary funding for fleet expansion.

The offering involves high-caliber financial institutions as lead book-running managers (BofA Securities, Goldman Sachs, and Morgan Stanley), indicating strong institutional support. By refinancing revolving credit facilities, RCL is likely aiming to reduce interest expenses and extend debt maturities, which could improve near-term cash flow flexibility.

This transaction represents typical liability management for a capital-intensive cruise operator. The company is leveraging the current debt market conditions to optimize its balance sheet while supporting its ongoing fleet expansion strategy with the Celebrity Xcel. This balanced approach to growth funding and debt management suggests disciplined financial governance as RCL continues navigating the post-pandemic operational environment.

MIAMI, Sept. 22, 2025 /PRNewswire/ -- Royal Caribbean Cruises Ltd. (NYSE: RCL) (the "Company") today announced that it has commenced a registered public offering of senior unsecured notes (the "Notes").

The Company intends to use the net proceeds from the sale of the Notes 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.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as lead book-running managers for the offering.

The Notes offering is being made pursuant to an automatic shelf registration statement (including a prospectus) that was filed by the Company with the Securities and Exchange Commission (the "SEC") on February 29, 2024, and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering.

Copies of the prospectus and related prospectus supplement relating to the offering may be obtained from BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001, Attn: Prospectus Department, at dg.prospectus_requests@bofa.com or by telephone at 1-800-294-1322, Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attn: Prospectus Department, at prospectus-ny@ny.email.gs.com or by telephone at 1-866-471-2526 and Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release relating to, among other things, the offering and sale of the Notes constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited, to: statements regarding terms of the offering of the Notes and the intended use of proceeds. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would" and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management's current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the following: the impact of the economic and geopolitical environment on key aspects of the Company's business, such as the demand for cruises, passenger spending, and operating costs; changes in operating costs; the unavailability or cost of air service; incidents or adverse publicity concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general; the effects of weather, climate events and/or natural disasters on the Company's business; risks related to the Company's sustainability activities; the impact of issues at shipyards, including ship delivery delays and ship construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in industry capacity; inability to manage the Company's cost and allocate our financial resources efficiently; the uncertainties of conducting business globally and expanding into new markets and new ventures, including potential acquisitions; issues with travel advisers that sell and market the Company's cruises; reliance on third-party service providers; potential unavailability of insurance coverage; disease outbreaks and increased concern about the risk of illness on the Company's ships or when travelling to or from the Company's ships, which could cause a decrease in demand, guest cancellations, and ship redeployments; the risks and costs related to cyber security attacks, data breaches, protecting the Company's systems and maintaining data integrity and security; uncertainties of a foreign legal system as the Company is not incorporated in the United States; the Company's ability to obtain sufficient financing or capital to fund its capital expenditures, operations, debt repayments and other financing needs; the Company's expectation and ability to pay a cash dividend on its common stock in the future; changes to the Company's dividend policy; changes in U.S. or other countries' foreign travel policy; impact of new or changing legislation and regulations (including environmental regulations) or governmental orders on the Company's business; fluctuations in foreign currency exchange rates, fuel prices and interest rates; further impairments of the Company's goodwill, long-lived assets, equity investments and notes receivable; an inability to source crew or provisions and supplies from certain places; the Company's ability to recruit, develop and retain high quality personnel; and pending or threatened litigation, investigations and enforcement actions.

Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to the Company on the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Royal Caribbean Group

Royal Caribbean Group (NYSE: RCL) is a vacation industry leader with a global fleet of 68 ships across its five brands traveling to all seven continents. With a mission to deliver the best vacations responsibly, Royal Caribbean Group serves millions of guests each year through its portfolio of best-in-class brands, including Royal Caribbean, Celebrity Cruises, and Silversea; and an expanding portfolio of land-based vacation experiences through Perfect Day at CocoCay and Royal Beach Club collection. The Company also owns a 50% joint venture interest in TUI Cruises, which operates partner brands Mein Shiff and Hapag-Lloyd Cruises. With a rich history of innovating, Royal Caribbean Group continually delivers exciting new products and guest experiences that help shape the future of leisure travel.

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SOURCE Royal Caribbean Group

FAQ

What is the purpose of Royal Caribbean's (RCL) senior unsecured notes offering in 2025?

The offering's proceeds will be used to finance the delivery of Celebrity Xcel cruise ship and to redeem, refinance, or repurchase existing debt, including amounts under revolving credit facilities.

Who are the lead book-running managers for RCL's 2025 notes offering?

BofA Securities, Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC are acting as lead book-running managers for the offering.

How will Royal Caribbean's (RCL) 2025 notes offering affect its debt structure?

The offering will replace existing credit facility usage for the Celebrity Xcel delivery and restructure current debt, potentially affecting the company's overall debt composition and interest expenses.

When did Royal Caribbean file the shelf registration statement for the 2025 notes offering?

Royal Caribbean filed the automatic shelf registration statement with the SEC on February 29, 2024, which became effective upon filing.

What risks are associated with RCL's 2025 notes offering?

Key risks include increased debt load, additional interest expenses, and potential impact on existing debt holders, along with exposure to market conditions and operating cost uncertainties.