Carnival Corporation Closes $1.25 Billion Senior Unsecured Notes Offering

Strategic Insights -

Carnival Corporation, the world's largest cruise company, has closed a private offering of $1.25 billion in 5.125% senior unsecured notes due 2029. The company used the funds, along with cash on hand, to redeem all of its outstanding $2.0 billion in 6.000% senior unsecured notes due 2029. The new notes are guaranteed on a senior unsecured basis by Carnival plc and certain subsidiaries, with interest payable semi-annually.

Key Takeaways:

  • Carnival Corporation closed a $1.25 billion private offering of 5.125% senior unsecured notes due 2029 on October 15, 2025.
  • The proceeds, along with cash on hand, will be used to redeem all of the company's outstanding $2.0 billion in 6.000% senior unsecured notes due 2029.
  • The new notes have a maturity date of May 1, 2029, unless earlier redeemed or repurchased, with interest accruing from October 15, 2025, at a rate of 5.125% per year.
  • The notes are guaranteed on a senior unsecured basis by Carnival plc and certain subsidiaries.
  • Prior to February 1, 2029, the company may redeem the notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a "make whole" premium and accrued and unpaid interest.
  • On or after February 1, 2029, the company may redeem the notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest.
  • The Indenture contains certain restrictions on liens, mergers, consolidations, and transfers of significantly all of the company's or Carnival plc's assets.
  • Upon certain change of control triggering events, the company will be required to offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest to the purchase date.
  • The Notes Offering was conducted in reliance on Rule 144A under the Securities Act of 1933, as amended.

Statistics:

  • The Notes Offering raised $1.25 billion in 5.125% senior unsecured notes due 2029.
  • The proceeds from the offering will be used to redeem all of Carnival's outstanding $2.0 billion in 6.000% senior unsecured notes due 2029.
  • The new notes will have a total principal amount of $1.25 billion, with an interest rate of 5.125% per year.
  • The notes will mature on May 1, 2029, unless earlier redeemed or repurchased.
  • The Indenture contains certain restrictions on liens, mergers, consolidations, and transfers of significantly all of the company's or Carnival plc's assets.

Sources:

  • 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) October 15, 2025
  • Carnival Corporation and Carnival plc's press release dated October 15, 2025.