Carnival Corporation & plc (NYSE:CUK) has announced that Carnival plc (LON:CCL) priced its private offering of €1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2031. The Company expects to use the proceeds from the Notes Offering to fully repay the borrowings under Carnival Corporation’s first-priority senior secured term loan facility maturing in 2027 and to repay a portion of the borrowings under Carnival Corporation’s first-priority senior secured term loan facility maturing in 2028. In conjunction with the Company’s prepayment of $450.0 million on June 27, 2025 towards the 2027 Term Loan Facility, this transaction builds on its continuing efforts to deleverage, reduce interest expense, simplify its capital structure and manage its maturity profile.
The Notes Offering is expected to close on July 7, 2025, subject to customary closing conditions. The indenture that will govern the Notes will have investment grade-style covenants.
The Notes will pay interest annually on July 15 of each year, beginning on July 15, 2026, at a rate of 4.125% per year. The Notes will be unsecured and will mature on July 15, 2031. The Notes will be fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by Carnival Corporation and initially certain of the Company’s and Carnival Corporation’s subsidiaries that also guarantee our first-priority secured indebtedness, certain of our other unsecured notes and our convertible 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, 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.
