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

Rhea-AI Summary

Carnival Corporation (NYSE: CCL) has announced the pricing of $1.25 billion in senior unsecured notes with a 5.125% interest rate, due 2029. The company plans to use the proceeds, along with cash on hand, to redeem $2.0 billion of 6.000% senior unsecured notes due 2029.

The new notes will pay interest semi-annually starting May 1, 2026, and will be fully guaranteed by Carnival plc and certain subsidiaries. The offering, expected to close on October 15, 2025, represents a strategic move to reduce interest expenses and features investment grade-style covenants.

Positive

• None.

Negative

• Additional cash on hand required to complete the $2.0 billion debt redemption
• New debt remains unsecured, maintaining similar risk profile

Insights

Corporate Finance Specialist

Carnival's debt refinancing will reduce interest costs by replacing 6% notes with 5.125% notes, improving financial flexibility while maintaining leverage.

Carnival Corporation has priced a $1.25 billion offering of 5.125% senior unsecured notes due 2029, which combined with cash on hand, will be used to redeem $2.0 billion of 6.000% senior unsecured notes also due 2029. This transaction represents a 87.5 basis point reduction in the interest rate on this portion of debt, which will meaningfully reduce Carnival's interest expenses.

The company explicitly states this move is a continuation of their strategy to reduce interest expense, which is prudent financial management in the current rate environment. While the total debt level isn't decreasing, the quality of the debt structure is improving as evidenced by the new notes featuring investment grade-style covenants - typically less restrictive terms that provide the company with greater financial flexibility.

What's particularly noteworthy is that Carnival is using $750 million of cash on hand to reduce the principal amount of debt in this transaction. This demonstrates confidence in their liquidity position while still prioritizing debt optimization. The semi-annual interest payment schedule (May 1 and November 1) and maturity date (May 1, 2029) remain aligned with their previous notes, simplifying the debt management calendar.

This refinancing continues Carnival's post-pandemic financial recovery strategy, moving from the survival-mode financing secured during COVID disruptions toward a more sustainable, lower-cost capital structure that better positions them for long-term financial health.

Proceeds from the offering of senior unsecured notes, together with cash on hand, to be used to redeem $2.0 billion of 6.000% senior unsecured notes due 2029

MIAMI, Sept. 30, 2025 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival Corporation (the "Company") priced its private offering (the "Notes Offering") of $1.25 billion aggregate principal amount of 5.125% senior unsecured notes due 2029 (the "Notes").

The Company expects to use the proceeds from the Notes Offering, together with cash on hand, to redeem its $2.0 billion 6.000% senior unsecured notes due 2029 (the "2029 Unsecured Notes") after the closing of the Notes Offering.

The transaction is a continuation of the Company's strategy to reduce interest expense. In addition, the indenture that will govern the Notes will have investment grade-style covenants.

The Notes Offering is expected to close on October 15, 2025, subject to customary closing conditions.

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 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 2029 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.

View original content:https://www.prnewswire.com/news-releases/carnival-corporation--plc-announces-pricing-of-1-25-billion-5-125-senior-unsecured-notes-offering-302571505.html

SOURCE Carnival Corporation & plc

FAQ

What is the interest rate and size of Carnival's (CCL) new senior unsecured notes offering?

Carnival is offering $1.25 billion in senior unsecured notes with a 5.125% interest rate, due in 2029.

How will Carnival (CCL) use the proceeds from the new notes offering?

Carnival will use the proceeds, combined with cash on hand, to redeem $2.0 billion of 6.000% senior unsecured notes due 2029.

When will Carnival's (CCL) new notes begin paying interest?

The notes will pay interest semi-annually on May 1 and November 1, beginning on May 1, 2026, at a rate of 5.125% per year.

When is the closing date for Carnival's (CCL) new notes offering?

The notes offering is expected to close on October 15, 2025, subject to customary closing conditions.

Who is guaranteeing Carnival's (CCL) new senior unsecured notes?

The notes will be fully and unconditionally guaranteed by Carnival plc and certain subsidiaries that also guarantee other secured and unsecured indebtedness.