Carnival (NYSE: CCL) offers $1.25 billion notes to redeem 6.000% debt
Rhea-AI Filing Summary
Carnival Corporation & plc has commenced a private offering of new senior unsecured notes with an aggregate principal amount of $1.25 billion, expected to mature in 2029. The company plans to use the proceeds from this Notes Offering, together with cash on hand, to fully redeem its existing $2.0 billion 6.000% senior unsecured notes due 2029 after the new offering closes. The transaction is described in a press release furnished as an exhibit, which includes forward-looking statements and a cautionary note about those statements.
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8-K Event Classification
FAQ
What debt transaction did Carnival (CCL) report in this 8-K?
Carnival Corporation & plc reported that it commenced a private offering of new senior unsecured notes with an aggregate principal amount of $1.25 billion, expected to mature in 2029.
How does Carnival (CCL) plan to use the $1.25 billion in new senior notes?
The company intends to use the proceeds from the new senior unsecured notes, together with cash on hand, to fully redeem its existing $2.0 billion 6.000% senior unsecured notes due 2029 after the closing of the offering.
Are the new Carnival notes being offered publicly or privately?
The filing states that Carnival Corporation has commenced a private offering of the new senior unsecured notes.
Does this 8-K act as a notice of redemption for Carnivals 2029 notes?
No. The company specifies that neither this report nor the related press release constitutes a notice of redemption for the existing 2029 Unsecured Notes.
What additional information is provided about Carnival's notes transaction?
A detailed press release describing the Notes Offering and related matters is attached as Exhibit 99.1. It includes forward-looking statements and a section titled Cautionary Note Concerning Forward-Looking Statements .
How is the information about Carnival's notes offering treated under securities laws?
The information, including Exhibit 99.1, is being furnished under Regulation FD and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor automatically incorporated by reference into other filings.
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
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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 registrants 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) | |
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| 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 | ||
| Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | , Inc. | |||
Indicate by check mark whether the registrants are emerging growth companies 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 companies
If emerging growth companies, indicate by check mark if the registrants have 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 7.01 | Regulation FD. |
On September 30, 2025, Carnival Corporation & plc issued a press release announcing that Carnival Corporation (the “Company”) commenced a private offering (the “Notes Offering”) of new senior unsecured notes in an aggregate principal amount of $1.25 billion, expected to mature in 2029. The Company intends to use the proceeds, together with cash on hand, to fully redeem its $2.0 billion 6.000% senior unsecured notes due 2029 (the “2029 Unsecured Notes”) after the closing of the Notes Offering.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Such press release includes forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements” within the press release for additional information. Neither this current report nor the press release constitutes a notice of redemption with respect to the 2029 Unsecured Notes.
The Company is furnishing the information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release of Carnival Corporation and Carnival plc dated September 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARNIVAL CORPORATION | CARNIVAL PLC | |||
| By: | /s/ David Bernstein | By: | /s/ David Bernstein | |
| Name: | David Bernstein | Name: | David Bernstein | |
| Title: | Chief Financial Officer and Chief Accounting Officer | Title: | Chief Financial Officer and Chief Accounting Officer | |
Date: September 30, 2025 |
Date: September 30, 2025 | |||