Carnival Corporation & plc Announces Closing of $1.25 Billion 5.125% Senior Unsecured Notes Offering

Rhea-AI Summary

Carnival Corporation (NYSE: CCL) closed a private offering of $1.25 billion of 5.125% senior unsecured notes due May 1, 2029, on October 15, 2025.

The company issued a notice to redeem $2.0 billion of its outstanding 6.000% senior unsecured notes due 2029 on November 1, 2025, at a redemption price of 101.500% plus accrued interest. Carnival will fund the redemption with proceeds from the new notes and cash on hand.

The new notes pay interest semi-annually beginning May 1, 2026, are unsecured, mature May 1, 2029, are jointly and severally guaranteed by Carnival plc and certain subsidiaries, and are subject to investment grade-style covenants.

Positive

• New notes of $1.25B issued at 5.125%
• Lower coupon versus 6.000% notes due 2029
• Joint guarantees by Carnival plc and subsidiaries
• Investment-grade style covenants in the indenture

Negative

• $2.0B of 6.000% notes to be redeemed at 101.500% on Nov 1, 2025
• Cash on hand required to fund the difference between $1.25B proceeds and $2.0B redemption
• Redemption incurs a 1.5% premium plus accrued interest

Insights

Capital Markets Strategist

Carnival refinanced part of its 2029 debt at a lower coupon while using cash to cover the shortfall; impact is mixed.

The company issued $1.25 billion of 5.125% senior unsecured notes due May 1, 2029, replacing a portion of its existing 6.000% notes due 2029. Interest on the new notes pays semi‑annually starting May 1, 2026, and the new notes carry investment grade–style covenants and broad guarantees by related entities. The issuance reduces the coupon on the refinanced principal and slightly lowers recurring interest cost on that tranche.

Risks and dependencies include the redemption premium of 101.500% and the need to apply additional cash on hand to cover the $0.75 billion gap between the new $1.25 billion issuance and the $2.0 billion outstanding being redeemed, which raises near‑term cash deployment. Covenant language described as investment grade–style may tighten operational flexibility versus looser indentures, so the net benefit depends on covenant specifics and remaining liquidity after the redemption.

Watch the cash balance and quarterly liquidity disclosures over the next two reporting cycles through Q1 2026 to confirm the company maintains adequate reserves after funding the November 1, 2025 redemption and to review the final indenture text for any covenant triggers. This action modestly lowers coupon costs on the replaced portion but has neutral net impact given the redemption premium and cash funding requirement.

Proceeds from the offering of senior unsecured notes, together with cash on hand, to be used to redeem all of the outstanding 6.000% senior unsecured notes due 2029

MIAMI, Oct. 15, 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 $1.25 billion aggregate principal amount of 5.125% senior unsecured notes due 2029 (the "Notes").

On October 15, 2025, the Company issued a notice of redemption for all of the $2.0 billion aggregate principal amount of its 6.000% senior unsecured notes due 2029 (the "2029 Unsecured Notes") to be redeemed on November 1, 2025 (the "Redemption Date") at a redemption price equal to 101.500% of the principal amount of the 2029 Unsecured Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. The Company will fund the redemption using the proceeds from the Notes Offering and cash on hand. The Notes Offering and the redemption of the 2029 Unsecured Notes are a continuation of the Company's strategy to reduce interest expense.

The Notes will pay interest semi-annually on May 1 and November 1 of each year, beginning on May 1, 2026, at a rate of 5.125% per year. The Notes will be unsecured and will mature on May 1, 2029. 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 2029 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.

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SOURCE Carnival Corporation & plc

FAQ

What did Carnival (CCL) announce on October 15, 2025 about its debt?

Carnival closed a private offering of $1.25B 5.125% senior unsecured notes due May 1, 2029, and announced redemption of $2.0B 6.000% notes due 2029 on Nov 1, 2025.

How will Carnival (CCL) fund the November 1, 2025 redemption of its 2029 notes?

Carnival will fund the redemption using proceeds from the $1.25B notes offering and its cash on hand.

What interest will Carnival's new 5.125% notes (CCL) pay and when do they mature?

The notes pay 5.125% interest semi-annually on May 1 and November 1, beginning May 1, 2026, and mature on May 1, 2029.

What is the redemption price for Carnival's (CCL) 6.000% notes due 2029?

The redemption price is 101.500% of principal plus accrued and unpaid interest to, but excluding, Nov 1, 2025.

Are Carnival's new 5.125% notes (CCL) secured or guaranteed?

The notes are unsecured and fully guaranteed on a senior unsecured basis by Carnival plc and certain subsidiaries.

Were Carnival's new 5.125% notes (CCL) registered for public sale in the U.S.?

No; the notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S and were not registered under the Securities Act.