Obligation Regal Caribbean Voyages 11.875% ( US780153AT90 ) en USD

Société émettrice Regal Caribbean Voyages
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US780153AT90 ( en USD )
Coupon 11.875% par an ( paiement semestriel )
Echéance 15/07/2015 - Obligation échue



Prospectus brochure de l'obligation Royal Caribbean Cruises US780153AT90 en USD 11.875%, échue


Montant Minimal 1 000 USD
Montant de l'émission 300 000 000 USD
Cusip 780153AT9
Notation Standard & Poor's ( S&P ) BB ( Spéculatif )
Notation Moody's Ba1 ( Spéculatif )
Description détaillée Royal Caribbean Cruises Ltd. est une société de croisières globale possédant plusieurs marques, proposant des voyages de croisière de loisirs sur des navires de différentes tailles et styles, vers diverses destinations internationales.

L'Obligation émise par Regal Caribbean Voyages ( Etas-Unis ) , en USD, avec le code ISIN US780153AT90, paye un coupon de 11.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2015

L'Obligation émise par Regal Caribbean Voyages ( Etas-Unis ) , en USD, avec le code ISIN US780153AT90, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Regal Caribbean Voyages ( Etas-Unis ) , en USD, avec le code ISIN US780153AT90, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







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CALCULATION OF REGISTRATION FEE












Maximum
Amount of
Title of Each Class of

Aggregate
Registration
Securities to be Registered
Offering Price
Fee(1)

11.875% Senior Notes due 2015
$ 300,000,000 $
16,740









(1) As noted in footnote 2 to the "Calculation of Registration Fee" table on the cover of the registration statement, pursuant to
Rule 457(p), $10,700 in unused filing fees are being applied to the registration fee reflected above. Calculated in accordance
with Rule 457(r).
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-158161
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 23, 2009)

$300,000,000
Royal Caribbean Cruises Ltd.



















11.875% SENIOR NOTES DUE 2015



Interest payable on January 15 and July 15



The Senior Notes will mature on July 15, 2015. Except as described herein, the Senior Notes are not redeemable prior to
maturity and do not provide for any sinking fund. The Senior Notes will be separately represented by one or more global
securities registered in the name of the Depository Trust Company ("DTC"). Beneficial interests in the global securities will
be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as
described herein, Senior Notes in definitive form will not be issued. The Senior Notes will be issued only in denominations of
$1,000 and integral multiples thereof. The Senior Notes will constitute unsecured and unsubordinated indebtedness of Royal
Caribbean Cruises Ltd. and will rank on parity with our other unsecured and unsubordinated indebtedness. See
"Description of Senior Notes."

Investing in the Senior Notes involves risks that are described in "Risk Factors" beginning on page S-14
of this prospectus supplement and in "Item 1A -- Risk Factors" of our Annual Report on Form 10-K
for the year ended December 31, 2008.



PRICE: 97.399% AND ACCRUED INTEREST, IF ANY















Underwriting




Price to
Discounts and
Proceeds to


Public
Commissions
Company


Per Senior Note due 2015

97.399 %
2.25 %
95.149 %
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Total
$ 292,197,000 $ 6,750,000 $ 285,447,000


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.


The underwriters expect to deliver the Senior Notes to the purchasers in book-entry form only through The Depository
Trust Company on or about July 6, 2009.



Joint Book-Running Managers
MORGAN STANLEY
BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.




Senior Co-Managers
CITI
DEUTSCHE BANK SECURITIES
SCOTIA CAPITAL




Co-Managers
BNP PARIBAS
DAIWA SECURITIES AMERICA INC.
DNB NOR MARKETS
MIZUHO SECURITIES USA INC.
RBS
SEB
June 30, 2009
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TABLE OF CONTENTS






Page


Prospectus Supplement
Summary


S-1
The Offering


S-9
Selected Financial and Other Data


S-11
Risk Factors


S-14
Forward-Looking Statements


S-17
Use of Proceeds


S-18
Ratio of Earnings to Fixed Charges


S-18
Capitalization


S-19
Description of Senior Notes


S-20
Exchange Controls


S-27
United States Taxation


S-27
Underwriters


S-30
Legal Matters


S-32
Experts


S-32
Incorporation of Documents by Reference


S-33
Prospectus
The Company


1
About This Prospectus


1
Enforceability of Civil Liabilities


2
Where You Can Find More Information


2
Use of Proceeds


2
Ratio of Earnings To Fixed Charges


3
Description of Capital Stock


3
Description of Debt Securities


5
Selling Shareholders


13
Plan of Distribution


13
Validity of Securities


14
Experts


14


You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process. This prospectus supplement
describes the specific details regarding this offering of Senior Notes. The accompanying prospectus provides more
general information. To the extent information in this prospectus supplement is inconsistent with the accompanying
prospectus or any of the earlier-dated documents incorporated by reference into this prospectus supplement and the
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accompanying prospectus, you should rely on this prospectus supplement. You should read both this prospectus
supplement and the accompanying prospectus together with the additional information about us described under
"Incorporation of Documents by Reference" and "Where You Can Find More Information."

S-i
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SUMMARY

As used in this prospectus supplement, the terms "Royal Caribbean," the "Company," "we," "our" and "us" refer
to Royal Caribbean Cruises Ltd. and the terms "Royal Caribbean International," "Celebrity Cruises,"
"Pullmantur," "Azamara Cruises" and "CDF Croisières de France" refer to our cruise brands. In accordance
with cruise vacation industry practice, the term "berths" is determined based on double occupancy per cabin even
though many cabins can accommodate three or more passengers. See "-- Selected Financial and Other Data" for
the definition of "EBITDA" and a reconciliation of EBITDA to net income.

Royal Caribbean Cruises Ltd.

We are the world's second largest cruise company operating 37 ships in the cruise vacation industry with
approximately 77,000 berths as of May 31, 2009. We own five cruise brands, Royal Caribbean International,
Celebrity Cruises, Pullmantur, Azamara Cruises, and CDF Croisières de France. In addition, we have a 50%
investment in a joint venture with TUI AG which operates the brand TUI Cruises. Our cruise brands primarily serve
the contemporary, premium and deluxe segments of the cruise vacation industry, which also includes the budget
and luxury segments. Our ships operate on a selection of worldwide itineraries that call on approximately 425
destinations. We compete principally on the basis of quality of ships, quality of service, variety of itineraries and
price.

Historically, our primary focus has been to serve the North American cruise market through our two main global
cruise brands, Royal Caribbean International and Celebrity Cruises. Throughout the years, we have expanded our
focus to increase international passenger sourcing by opening offices in the United Kingdom, Germany, Norway,
Italy, Spain, Singapore, China, Brazil, and Australia. We also expanded our global base through the strategic
acquisition of Pullmantur in 2006, which provides us with a brand to serve the cruise markets in Spain and Latin
America. Our launch of CDF Croisières de France in 2007 provides us with a custom tailored product targeted at
the cruise market in France and our joint venture with TUI AG, which began sailings in 2009, provides us with a
custom tailored product targeted at the cruise market in Germany.

In addition to increasing our international passenger sourcing, the launch of Azamara Cruises in 2007 provides us
with a new global cruise brand designed to serve the emerging deluxe cruise segment between the premium and
luxury segments, primarily in the North American, U.K. and German cruise markets.

Our commitment to acquire state-of-the-art ships, along with our maintenance programs and revitalizations to
incorporate our current signature brand elements provides us with the flexibility to deploy our ships among our
brand portfolio and expand into growing international markets.

We believe cruising has become a more widely accepted vacation alternative over the years due to its perceived
value, expanded itineraries, shipboard innovation, and variety of shore-side activities. In addition, we believe that
our products appeal to a large consumer base and are not dependent on a single market or demographic. Further, we
believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation
industry.

We earned EBITDA of $1.4 billion and net income of $573.7 million in 2008 on $6.5 billion in revenues, compared
to 2007 EBITDA of $1.4 billion and net income of $603.4 million on $6.1 billion in revenues. Passenger ticket
revenues accounted for 72.4% and 72.0% of total revenues in 2008 and 2007, respectively. Onboard and other
revenues accounted for 27.6% and 28.0% of total revenues in 2008 and 2007, respectively. Passenger ticket
revenues generated by sales originating in countries outside of the United States were approximately 40% and 37%
of total passenger ticket revenues in 2008 and 2007, respectively. International passengers have grown from
approximately 511,000 in 2004 to approximately 1.3 million in 2008. We generated net cash flow from operating
activities of $1.1 billion in 2008 and $1.3 billion in 2007.
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We recorded EBITDA of $181.7 million and a net loss of $36.2 million in the first quarter of 2009 on $1.3 billion
in revenues, compared to EBITDA of $269.6 million and net income of $75.6 million on $1.4 billion in revenues in
the first quarter of 2008. Passenger ticket revenues accounted for 71.6% and 72.6% of total revenues in the first
quarter of 2009 and 2008, respectively. Onboard and other revenues accounted for 28.4% and 27.4% of total

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revenues in the first quarter of 2009 and 2008, respectively. We generated net cash flow from operating activities of
$113.9 million in the first quarter of 2009 and $301.8 million in the first quarter of 2008.

Industry Overview

Over the past several years, cruising has represented a small but growing sector of the overall vacation market.
Industry data indicates that a significant portion of cruise guests carried are first-time cruisers. We believe this
could present an opportunity for long-term growth and a potential for increased market share through the expansion
of our fleet.

We estimate that the global cruise industry carried 17.2 million cruise passengers in 2008 compared to 16.6 million
cruise passengers carried in 2007. We estimate that the global cruise fleet was served by approximately 354,000
berths on approximately 240 ships by the end of 2008. There are approximately 34 ships with an estimated 86,000
berths that are expected to be placed in service in the global cruise market between 2009 and 2012.

North America represents the primary source of our cruise passengers and has experienced a compound annual
growth rate of approximately 8.7% since 1970. From 2004 to 2008 North America has experienced a compound
annual growth rate in cruise passengers of approximately 4.4%. We estimate that North America was served by 132
ships with approximately 194,000 berths at the beginning of 2004 and by 150 ships with approximately 257,000
berths by the end of 2008. There are approximately 27 ships with an estimated 68,000 berths that are expected to be
placed in service in the North American cruise market between 2009 and 2012.

We compete with a number of cruise lines. Cruise lines compete with other vacation alternatives such as land-based
resort hotels and sightseeing destinations for consumers' leisure time. Demand for such activities is influenced by
political and general economic conditions. Companies within the vacation market are dependent on consumer
discretionary spending. Although vacation spending has been and will likely continue to be curtailed significantly
in the midst of the current worldwide economic downturn, we believe that cruising is perceived by consumers as a
good value when compared to other vacation alternatives.

Our Brands

Royal Caribbean International

Royal Caribbean International is positioned at the upper end of the contemporary segment of the cruise vacation
industry, although its quality enables it to attract consumers from the premium segment as well. This allows Royal
Caribbean International to achieve one of the broadest market coverages of any of the major cruise brands in the
vacation industry. Royal Caribbean International operates 20 ships with approximately 51,200 berths, offering
cruise itineraries that range from two to 18 nights. Royal Caribbean International offers a variety of itineraries to
destinations worldwide, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, Hawaii, Latin
America and New Zealand.

Royal Caribbean International's strategy is to attract an array of vacationing consumers by providing a wide variety
of itineraries and cruise lengths with multiple innovative options for onboard dining, entertainment and other
onboard activities. Royal Caribbean International offers a wide array of onboard services, amenities and activities.
Additionally, Royal Caribbean International offers a variety of shore excursions at each port of call. We believe that
the variety and quality of Royal Caribbean International's product offerings represent excellent value to consumers,
especially to couples and families traveling with children. Because of the brand's extensive product offerings, we
believe Royal Caribbean International is well positioned to attract new consumers to the cruise vacation industry
and to continue to bring guests back for their next vacation.

Building upon its legacy of innovations, Royal Caribbean International will introduce a new class of ships in 2009.
This new class of ships, the Oasis-class, will be approximately 220,000 gross tons each with approximately 5,400
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berths. Each ship will span 16 decks and 2,700 staterooms. The new Oasis-class ships will introduce several new
experiences to cruising including the new neighborhood concept. The Oasis-class ships will also offer new

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categories in onboard accommodations including bi-level, urban-style two bedroom/two bathroom suites and
balcony staterooms facing some of the distinct neighborhoods.

Celebrity Cruises

Celebrity Cruises primarily serves the premium segment of the cruise vacation industry. Celebrity Cruises operates
eight ships with approximately 14,800 berths, offering various cruise itineraries that range from two to 16 nights.
Celebrity Cruises' fleet and service has been consistently recognized with numerous awards from cruise traveler
polls, travel agents and travel industry publications.

Celebrity Cruises' strategy is to attract experienced cruise guests who appreciate and value the high quality, service-
focused experience the brand offers. Celebrity Cruises offers a global cruise experience by providing a variety of
cruise lengths and itineraries to premium destinations throughout the world and has deployed a high proportion of
its fleet in seasonal markets, e.g., Alaska, Australia, Europe, Hawaii, New Zealand, the Panama Canal, the
Caribbean and South America. Celebrity Cruises is also the only major cruise line to operate a ship in the
Galapagos Islands, Celebrity Xpedition.

Celebrity Cruises' products and services have broad appeal for a global audience. Celebrity Cruises delivers an
intimate experience onboard upscale ships that offer a high staff-to-passenger ratio, extensive spa facilities, fine
dining and personalized service.

In 2008 Celebrity Cruises introduced the first of five Solstice-class ships, a new wide-body construction class of
ships that are approximately 122,000 gross tons each with approximately 2,850 berths. This new wide-body
construction design provides for many intimate areas onboard the ship. Celebrity Solstice offers unique onboard
attractions such as the "Lawn Club", a half acre venue featuring live grass and the "Hot Glass Show", a fully
functional glass blowing studio.

Pullmantur

Pullmantur serves the contemporary segment of the Spanish and Latin American cruise markets. Pullmantur
operates six ships with approximately 8,850 berths, offering various seven-night cruise itineraries. In addition,
Pullmantur has tour operations, and owns a 49% interest in a small air business that operates three Boeing 747
aircraft in support of its cruise and tour operations.

Pullmantur's strategy is to attract cruise guests by providing a variety of cruising options and land-based travel
packages. Pullmantur offers a range of cruise itineraries to the Caribbean, the Mediterranean, Brazil and the Baltic.
Pullmantur offers a wide array of onboard activities and services to guests, including exercise facilities, swimming
pools, beauty salons, gaming facilities, shopping, and dining and entertainment venues. Pullmantur's tour
operations sell land-based travel packages to Spanish guests including hotels and flights primarily to Caribbean
resorts, and sell land-based tour packages to Europe aimed at Latin American guests.

Azamara Cruises

Azamara Cruises is designed to serve the emerging deluxe cruise segment between the premium and luxury
segments of the North American cruise markets, along with the U.K. and German markets. Azamara Cruises
operates two ships with a total of approximately 1,400 berths, offering various cruise itineraries that range from
seven to 24 nights and appeal to the more experienced guest who is usually more affluent.

Azamara Cruises' strategy is to attract experienced travelers who enjoy cruising and who seek a more intimate
onboard experience, a high level of service and itineraries to a variety of unique destinations. Azamara Cruises
completed its first full year of operation in 2008 offering global itineraries to many ports not accessible by larger
ships. Azamara Cruises offers a wide array of onboard services, amenities and activities, including gaming
facilities, fine dining and interactive entertainment venues.
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