Carnival establishes $2B short-term debt program
Carnival plans to use its revolving credit facility as a liquidity backstop, with note proceeds expected for general corporate purposes.
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Rhea-AI Filing Summary
CCL established a commercial paper program under which it may issue short-term, unsecured notes guaranteed by Carnival UK Ltd. The aggregate face or principal amount of notes outstanding may not exceed $2.0 billion at any time, and notes may mature up to 180 days from issuance.
The notes rank as unsubordinated and unsecured obligations pari passu in right of payment with the company’s other unsecured and unsubordinated indebtedness. Net proceeds are expected to be used for general corporate purposes, and the company plans to use its revolving credit facility as a liquidity backstop. The notes and guarantee have not been and will not be registered under the Securities Act or state securities laws.
8-K Event Classification
Key Figures
Key Terms
commercial paper financial
pari passu financial
liquidity backstop financial
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How does CCL plan to use its commercial paper proceeds?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 3, 2026, Carnival Corporation Ltd. (the “Company”) established a commercial paper program (the “Program”) pursuant to which it may issue short-term, unsecured commercial paper notes (the “Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by Carnival UK Ltd. (the “Guarantor”). Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $2.0 billion.
The Notes will have maturities of up to 180 days from the date of issue. The Notes will be the Company’s unsubordinated and unsecured obligations ranking pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes. The Company plans to use its revolving credit facility as a liquidity backstop for its borrowings under the Program.
One or more commercial paper dealers will each act as a dealer under the Program (each, a “Dealer,” and collectively, the “Dealers”) pursuant to the terms and conditions of the respective commercial paper dealer agreement entered into among the Company, the Guarantor and each Dealer (each, a “Dealer Agreement,” and collectively, the “Dealer Agreements”). A national bank will act as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement. The Dealer Agreements provide the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of the Notes. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The foregoing description of the Dealer Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Dealer Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
From time to time, the Dealers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which such Dealers have received or will receive customary fees and expenses.
The Notes and the related guarantee have not been 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. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any Notes.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Commercial Paper Dealer Agreement among Carnival Corporation Ltd., as issuer, Carnival UK Ltd., as guarantor, and the applicable Dealer party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION LTD. | |||
| By: | /s/ David Bernstein | ||
| Name: | David Bernstein | ||
| Title: | Chief Financial Officer and Chief Accounting Officer | ||
| Date: | November 4, 2026 |
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