Carnival Corporation (CCL, Financial) has successfully closed its previously announced private offering of $3.0 billion in senior unsecured notes, maturing in 2032. The notes, which carry an interest rate of 5.75%, were issued under an indenture agreement dated July 16, 2025. This strategic move is aimed at refinancing existing debt and optimizing the company's capital structure.
The proceeds from this notes offering will be utilized to fully repay the borrowings under Carnival Corporation's first-priority senior secured term loan facility, which was set to mature in 2028. Additionally, the remaining net proceeds, along with cash on hand, will be used to redeem $2.4 billion of the company's 5.750% senior unsecured notes due in 2027. The redemption of these notes is scheduled to occur on July 17, 2025, following the successful completion of the notes offering.
The newly issued notes are guaranteed on a senior unsecured basis by Carnival plc and certain subsidiaries, which also guarantee other existing secured and unsecured indebtedness of the company. The notes are set to mature on August 1, 2032, with interest payments due semi-annually starting February 1, 2026.
Carnival Corporation retains the option to redeem the notes prior to May 1, 2032, at a redemption price equal to 100% of the principal amount plus a "make whole" premium and accrued interest. After this date, the notes can be redeemed at 100% of the principal amount plus accrued interest.
The indenture governing the notes includes covenants that restrict liens, mergers, consolidations, and asset transfers. It also mandates a repurchase offer at 101% of the principal amount plus accrued interest in the event of certain change of control triggers.
This offering was made exclusively to qualified institutional buyers and non-U.S. investors, in compliance with Rule 144A and Regulation S under the Securities Act of 1933. The notes have not been registered under the Securities Act and are not available for sale in the United States without registration or an applicable exemption.
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