[8-K] Carnival Corporation Reports Material Event

Rhea-AI Filing Summary

Carnival Corporation & plc (NYSE: CCL) filed an 8-K on 7 July 2025 under Item 7.01 (Regulation FD) to disclose a significant capital-markets transaction.

The company priced a private offering of US$3.0 billion aggregate principal amount of 5.750% senior unsecured notes due 2032. Concurrently, it issued a conditional notice of redemption for US$2.4 billion of its outstanding 5.750% senior unsecured notes due 2027. The redemption is scheduled for 17 July 2025 at 100% of principal plus a make-whole premium and accrued interest, and is expressly conditioned on the closing of the new notes offering.

The filing clarifies that neither the 8-K nor the accompanying press release (Exhibit 99.1) constitutes the formal redemption notice for the 2027 notes; the information is being furnished, not filed, under the Exchange Act. Exhibit 104 contains the Inline XBRL cover-page data.

• New issuance: US$3.0 bn, 5.750% coupon, maturity 2032.
• Redemption target: US$2.4 bn, 5.750% coupon, maturity 2027; redemption date 17 Jul 2025.
• Condition precedent: Completion of the 2032 notes offering.

The transaction, if completed, will extend the company’s debt maturity profile by five years while marginally increasing total principal outstanding by US$0.6 bn.

Positive

• Five-year maturity extension from 2027 to 2032 reduces near-term refinancing risk.
• Maintained 5.750% coupon on new debt despite longer tenor, indicating market acceptance of credit risk.

Negative

• Net principal increase of US$0.6 bn (US$3.0 bn issued vs. US$2.4 bn redeemed) raises overall leverage.
• Make-whole premium and accrued interest on the 2027 notes create an immediate cash outflow.

Insights

Fixed-Income Analyst

TL;DR: CCL swaps 2027 debt for longer-dated 2032 notes; modestly positive for maturity profile.

Assessment: The US$3 bn 5.750% 2032 issuance refinances US$2.4 bn of equally priced 2027 notes. The key benefit is a five-year extension of the maturity wall, reducing refinancing pressure in the medium term. Coupon parity suggests the company secured terms without paying a higher rate, notable given current market conditions. The net US$0.6 bn principal uptick and make-whole premium add to leverage and cash outflow, but the scale is limited relative to Carnival’s capital structure. Overall, the action signals proactive liability management rather than distress.

Portfolio Manager

TL;DR: Debt refinance improves tenor, limited impact on cost; neutral-to-positive for credit outlook.

The conditional redemption locks in the 2027 repayment only after the 2032 deal funds, mitigating execution risk. Holding the coupon at 5.750% for a longer term implies market confidence in Carnival’s credit trajectory post-pandemic recovery. While leverage inches higher, the extended horizon aids liquidity planning. From an equity perspective, the transaction is unlikely to materially alter near-term earnings but supports balance-sheet flexibility, warranting a mildly constructive view.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) July 7, 2025

Carnival Corporation		Carnival plc
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
Republic of Panama		England and Wales
(State or other jurisdiction of incorporation)		(State or other jurisdiction of incorporation)
001-9610		001-15136
(Commission File Number)		(Commission File Number)
59-1562976		98-0357772
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
3655 N.W. 87th Avenue Miami, Florida 33178-2428		Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip code)		(Address of principal executive offices) (Zip code)
(305) 599-2600		011 44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)
None		None
(Former name or former address, if changed since last report.)		(Former name or former address, if changed since last report.)

CIK	0001125259
Amendment Flag	False

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)
☐	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
Common Stock ($0.01 par value)		CCL		New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust		CUK		New York Stock Exchange, Inc.
1.000% Senior Notes due 2029		CUK29		New York Stock Exchange LLC

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 July 7, 2025, Carnival Corporation & plc issued a press release announcing that Carnival Corporation (the “Company”) has priced a private offering of $3.0 billion aggregate principal amount of 5.750% senior unsecured notes due 2032 (the “Notes Offering”).

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 Company’s 5.750% senior unsecured notes due 2027 (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 redemption is conditioned on 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 2027 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 July 7, 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: July 7, 2025			Date: July 7, 2025

FAQ

What did Carnival (CCL) announce on 7 July 2025?

It priced a private offering of US$3.0 bn 5.750% senior unsecured notes due 2032 and issued a conditional notice to redeem US$2.4 bn 5.750% notes due 2027.

What is the coupon and maturity of the new notes offering?

The new notes carry a 5.750% coupon and mature in 2032.

Which existing notes will be redeemed and when?

Carnival plans to redeem its US$2.4 bn 5.750% senior unsecured notes due 2027 on 17 July 2025.

Is the redemption of the 2027 notes guaranteed?

No. The redemption is conditional on the successful closing of the new 2032 notes offering.

What redemption price will Carnival pay for the 2027 notes?

The company will pay 100% of principal plus a make-whole premium and accrued interest up to, but excluding, the redemption date.

Does the 8-K filing constitute the formal notice of redemption?

No. The filing states that neither the 8-K nor the press release serves as the official redemption notice.