Carnival Corporation & plc Announces Closing of $3 Billion Senior Unsecured Notes Offering

Published: 2025-07-16 16:50:34 ET CCL

Published on 07/16/2025 at 16:50

Carnival Corporation & plc announced that Carnival Corporation 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.

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.

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.