REG-Carnival PLC: Carnival Corporation & plc Announces Closing of $3.0 Billion 5.75% Senior Unsecured Notes Offering

CarnivalAnnouncement

17/07/2025 07:02

Carnival Corporation & plc Announces Closing of $3.0 Billion 5.75% Senior
Unsecured Notes Offering

 

Proceeds from the upsized offering of senior unsecured notes to be used to
fully repay borrowings under the senior secured term loan facility and to
redeem $2.4 billion of 5.750% senior unsecured notes due 2027

MIAMI, July 17, 2025 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) today announced that Carnival Corporation (the "Company") has
closed its previously announced private offering (the "Notes Offering") of
$3.0 billion aggregate principal amount of 5.75% senior unsecured notes due
2032 (the "Notes").

The Company will use the proceeds from the Notes Offering to fully repay the
borrowings under Carnival Corporation's first-priority senior secured term
loan facility maturing in 2028, with remaining net proceeds, together with
cash on hand, used to redeem $2.4 billion of the Company's 5.750% senior
unsecured notes due 2027 (the "2027 Unsecured Notes"). The transaction is a
continuation of the Company's strategy to deleverage, manage its future debt
maturities and reduce secured debt.

"We have completed another successful transaction to continue our accelerated
path back to investment grade credit," said David Bernstein, Chief Financial
Officer. "Already this year the Company has opportunistically refinanced
nearly $11 billion of debt and prepaid $1.1 billion of debt. In addition, the
Company has cut its secured debt by nearly 70% since its peak in the fourth
quarter of 2021 as the Company rebuilds its financial fortress."

In connection with the pricing of the Notes Offering, the Company issued a
conditional notice of redemption for $2.4 billion aggregate principal amount
of the 2027 Unsecured Notes to be redeemed on July 17, 2025 at a redemption
price equal to 100.0% of the principal amount of the 2027 Unsecured Notes to
be redeemed, plus an applicable "make-whole" premium and accrued and unpaid
interest to, but excluding, the redemption date. The condition to completion
of the $2.4 billion redemption of the 2027 Unsecured Notes was satisfied upon
closing of the Notes Offering, and the redemption will occur on July 17, 2025.

The Notes will pay interest semi-annually on February 1 and August 1 of each
year, beginning on February 1, 2026, at a rate of 5.75% per year. The Notes
will be unsecured and will mature on August 1, 2032. The Notes will be fully
and unconditionally guaranteed on a senior unsecured basis, jointly and
severally, by Carnival plc and certain of the Company's and Carnival plc's
subsidiaries that also guarantee our first-priority secured indebtedness,
certain of our other unsecured notes and our convertible notes. The indenture
that governs the Notes has investment grade-style covenants. 

This press release does not constitute a notice of redemption with respect to
the 2027 Unsecured Notes.

The Notes were offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and outside the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities Act.

The Notes were not, and will not be, registered under the Securities Act or
any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.

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

About Carnival Corporation & plc

Carnival Corporation & plc is the largest global cruise company, and among the
largest leisure travel companies, with a portfolio of world-class cruise lines
- AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America
Line, P&O Cruises, Princess Cruises and Seabourn.

Cautionary Note Concerning Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements
under the Private Securities Litigation Reform Act of 1995. These statements
relate to, among other things, the financing transactions described herein,
future results, operations, outlooks, plans, goals, reputation, cash flows and
liquidity and other events which have not yet occurred. Forward-looking
statements reflect management's current expectations and are subject to risks,
uncertainties and other factors that could cause our actual results,
performance or achievements to differ materially from the future results,
performance or achievements expressed or implied in those forward-looking
statements. Factors that could affect our results include, among others, those
discussed under the caption "Risk Factors" in our most recent annual report on
Form 10-K, as well as our other filings with the Securities and Exchange
Commission (the "SEC"), copies of which may be obtained by visiting the 
Investor Relations page of our website at www.carnivalcorp.com/investors/ or
the SEC's website at www.sec.gov. Undue reliance should not be placed on the
forward-looking statements in this release, which are based on information
available to us on the date hereof. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

CONTACT: Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival
Corporation, jventuroni@carnival.com, (469) 797-6380, Carnival Corporation &
plc Investor Relations Contact: Beth Roberts, Carnival Corporation,
eroberts@carnival.com, (305) 406-4832

 



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