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

CarnivalAnnouncement

08/07/2025 07:02

 

Carnival Corporation & plc Announces Upsizing and Pricing 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 with
remaining net proceeds, together with cash on hand, to be used to redeem $2.4
billion of 5.750% senior unsecured notes due 2027

MIAMI, July 7, 2025 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
today announced that Carnival Corporation (the "Company") priced its private
offering (the "Notes Offering") of $3.0 billion aggregate principal amount of
5.750% senior unsecured notes due 2032 (the "Notes"). The aggregate principal
amount of Notes to be issued was increased to $3.0 billion.

The Company expects to 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, to be used to redeem $2.4 billion of the Company's 5.750% senior
unsecured notes due 2027 (the "2027 Unsecured Notes").

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 redemption is conditioned
on the closing of the Notes Offering.

The transaction is a continuation of the Company's strategy to deleverage,
manage its future debt maturities and reduce secured debt. Upon completion of
this transaction the Company's remaining senior secured debt will be $3.1
billion, all of which has security fall away provisions upon two of the three
rating agencies providing the company with an investment grade rating. In
addition, the indenture that will govern the Notes will have investment
grade-style covenants.

The Notes Offering is expected to close on July 16, 2025, subject to customary
closing conditions.

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 an 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.

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

The Notes are being 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 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.

SOURCE Carnival Corporation & plc

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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