您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:皇家加勒比邮轮美股招股说明书(2026-02-13版) - 发现报告

皇家加勒比邮轮美股招股说明书(2026-02-13版)

2026-02-13 美股招股说明书 杨建江
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Royal Caribbean Cruises Ltd. (the “Issuer”) is offering $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2033 (the “2033notes”) and $1,250,000,000 aggregate principal amount of its 5.250% Senior Notes due 2038 (the “2038 notes” and, together with the 2033 notes, the “notes”).The 2033 notes will mature on May15, 2033 and the 2038 notes will mature on February27, 2038. Each series of notes will accrue interest from February 27,2026. The 2033 notes will pay interest semi-annually in cash in arrears on May15 and November15 of each year, beginning on November15, 2026. The 2038notes will pay interest semi-annually in cash in arrears on February27 and August27 of each year, beginning on August27, 2026. The notes are obligations ofthe Issuer only and are not obligations of, and are not guaranteed by, any of the Issuer’s subsidiaries. Each series of notes will (i)rank equally in right ofpayment with all existing and future senior indebtedness of the Issuer, (ii)rank senior in right of payment to any future subordinated indebtedness of the Issuer, The Issuer may redeem some or all of the notes as set forth in this prospectus supplement. See “Description of Notes.” The Issuer may be required to offerto repurchase a series of notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, if the Issuer experiences aChange of Control Triggering Event (as defined in “Description of Notes — Change of Control”) with respect to a series of notes. There is no sinking fund for The Issuer intends to use the net proceeds from the sale of the notes offered hereby to refinance the 2026 senior notes (as defined in “Use of Proceeds”)and any remaining net proceeds to repay existing indebtedness, which may include term loans. See “Use of Proceeds.” Investing in the notes involves risks that are described under “Risk Factors” beginning on pageS-9of this prospectus supplement or in our Annual Report onForm 10-K for the year ended December31, 2025 filed with the Securities and Exchange Commission and incorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.Currently there is no public market for the notes. We intend to apply to list each series of notes on The International Stock Exchange (“TISE”). The listing application will be subject to approval by the TISE. If such a listing is obtained, we have no obligation to monitor such listing, and we may delist the notes atany time. The underwriters expect to deliver the notes to investors only in book-entry form through the facilities of The Depository Trust Company (“DTC”) on orabout February27, 2026, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule15c6-1under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) trades in the secondary market generally are required to settle in one business dayunless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day before thesettlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement, the accompanying prospectus and any free writing prospectus that weprepare or authorize contain and incorporate by reference information that you should consider whenmaking your investment decision. We have not, and the underwriters have not, authorized any person toprovide any information or represent anything about us other than what is contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or in any free writing prospectusprepared by or on behalf of us or to which we have referred you, and if given or made, such information orrepresentations must not be relied upon as having been authorized. None of the information on our websitesreferred to in this prospectus supplement or the accompanying prospectus is incorporated by referenceherein. We do not, and the underwriters and their affiliates and agents do not, take any responsibility for,and can provide no assurance as to the reliability of, information that others may provide you. We are not, This prospectus supplement and the accompanying prospectus are part of a registration statement thatwe filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process.This prospectus supplement describes the specific details regarding this offering of notes. Theaccompanying prospectus provides more general information. To the extent information in this prospectussup