Carnival Corporation & plc Announces Closing of $1.0 Billion 5.750% Senior Unsecured Notes Offering for Refinancing and Interest Expense Reduction
Carnival has successfully closed a $1.0 billion senior unsecured notes offering with a 5.750% interest rate due 2030. The company used the proceeds, along with cash on hand, to redeem its existing $1.0 billion 10.500% senior unsecured notes due 2030.
This refinancing strategy aims to reduce interest expenses, expected to result in approximately $45 million in net annual interest savings. The new notes feature investment grade-style covenants and will pay interest semi-annually on March 15 and September 15, beginning September 15, 2025.
The notes are fully guaranteed by Carnival plc and certain subsidiaries, offered exclusively to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S of the Securities Act.
Carnival ha concluso con successo un'offerta di
Questa strategia di rifinanziamento mira a ridurre le spese per interessi, con un risparmio annuo netto previsto di circa $45 milioni. Le nuove obbligazioni presentano clausole di tipo investment grade e pagheranno interessi semestralmente il 15 marzo e il 15 settembre, a partire dal 15 settembre 2025.
Le obbligazioni sono completamente garantite da Carnival plc e alcune sussidiarie, offerte esclusivamente a compratori istituzionali qualificati ai sensi della Regola 144A e a investitori non statunitensi secondo la Regolamentazione S del Securities Act.
Carnival ha cerrado con éxito una oferta de notas senior no garantizadas de $1.0 mil millones con una tasa de interés del 5.750% que vence en 2030. La compañía utilizó los ingresos, junto con efectivo disponible, para redimir sus notas senior no garantizadas existentes de $1.0 mil millones con una tasa del 10.500% que vencen en 2030.
Esta estrategia de refinanciamiento tiene como objetivo reducir los gastos por intereses, lo que se espera resulte en aproximadamente $45 millones en ahorros netos anuales en intereses. Las nuevas notas presentan covenants de estilo grado de inversión y pagarán intereses semestralmente el 15 de marzo y el 15 de septiembre, comenzando el 15 de septiembre de 2025.
Las notas están completamente garantizadas por Carnival plc y ciertas subsidiarias, ofrecidas exclusivamente a compradores institucionales calificados bajo la Regla 144A y a inversores no estadounidenses bajo la Regulación S de la Ley de Valores.
카니발은 5.750%의 이자율로 2030년에 만기가 도래하는 10억 달러 규모의 비담보 선순위 채권 발행을 성공적으로 마감했습니다. 회사는 수익금과 보유 현금을 사용하여 2030년에 만기가 도래하는 기존의 10억 달러 규모의 10.500% 비담보 선순위 채권을 상환했습니다.
이 리파이낸싱 전략은 이자 비용을 줄이는 것을 목표로 하며, 연간 약 4,500만 달러의 순이자 절감 효과를 기대하고 있습니다. 새로운 채권은 투자 등급 스타일의 계약 조항을 특징으로 하며, 2025년 9월 15일부터 매년 3월 15일과 9월 15일에 이자를 반기별로 지급합니다.
채권은 카니발 plc와 일부 자회사가 전적으로 보증하며, 144A 규정에 따라 자격을 갖춘 기관 투자자에게만 제공되며, 미국 외 투자자에게는 증권법의 S 규정에 따라 제공됩니다.
Carnival a réussi à finaliser une émission de billets senior non garantis de 1,0 milliard de dollars avec un taux d'intérêt de 5,750% arrivant à échéance en 2030. L'entreprise a utilisé le produit de l'émission, ainsi que des liquidités disponibles, pour racheter ses billets senior non garantis existants de 1,0 milliard de dollars avec un taux de 10,500% arrivant à échéance en 2030.
Cette stratégie de refinancement vise à réduire les dépenses d'intérêts, ce qui devrait se traduire par des économies nettes annuelles d'intérêts d'environ 45 millions de dollars. Les nouveaux billets comportent des clauses de style investissement et paieront des intérêts semestriellement le 15 mars et le 15 septembre, à partir du 15 septembre 2025.
Les billets sont entièrement garantis par Carnival plc et certaines filiales, offerts exclusivement à des acheteurs institutionnels qualifiés en vertu de la règle 144A et à des investisseurs non américains en vertu de la réglementation S de la loi sur les valeurs mobilières.
Carnival hat erfolgreich eine Emission von 1,0 Milliarden Dollar an unbesicherten Senior-Anleihen mit einem Zinssatz von 5,750% fällig 2030 abgeschlossen. Das Unternehmen verwendete die Erlöse zusammen mit verfügbaren Mitteln, um seine bestehenden unbesicherten Senior-Anleihen in Höhe von 1,0 Milliarden Dollar mit einem Zinssatz von 10,500% fällig 2030 zurückzukaufen.
Diese Refinanzierungsstrategie zielt darauf ab, die Zinsaufwendungen zu senken, was voraussichtlich zu jährlichen Nettozinsersparnissen von etwa 45 Millionen Dollar führen wird. Die neuen Anleihen verfügen über Covenants im Investment-Grade-Stil und zahlen halbjährlich Zinsen am 15. März und 15. September, beginnend am 15. September 2025.
Die Anleihen sind vollständig von Carnival plc und bestimmten Tochtergesellschaften garantiert und werden ausschließlich an qualifizierte institutionelle Käufer gemäß Regel 144A und an Nicht-US-Investoren gemäß der Regulation S des Securities Act angeboten.
- Reduces annual interest expense by $45 million
- Lowers interest rate from 10.500% to 5.750% (4.5% reduction)
- Investment grade-style covenants on new notes
- Maintains $1.0 billion debt level with refinancing
Insights
Carnival's $1 billion refinancing represents a significant financial engineering win that directly improves the company's bottom line. By replacing 10.500% notes with 5.750% notes, Carnival achieves $45 million in annual interest savings - a material sum that flows directly to pretax income. This 4.5% reduction in borrowing costs on this debt tranche demonstrates the company's improved access to capital markets.
The adoption of investment grade-style covenants is particularly noteworthy. These typically offer more operational flexibility than high-yield debt restrictions, suggesting lenders have increasing confidence in Carnival's financial stability. This covenant structure could provide management greater latitude for capital allocation decisions moving forward.
For context, this $45 million interest expense reduction represents approximately 0.14% of Carnival's current $32.6 billion market cap. While modest relative to total valuation, these savings are recurring and represent pure bottom-line improvement without requiring additional revenue generation or cost-cutting measures elsewhere.
This transaction continues Carnival's deliberate strategy to optimize its capital structure, potentially creating a financial foundation that supports future growth initiatives. The successful execution of this refinancing indicates strong market receptivity to Carnival's debt, which could open doors for additional beneficial capital structure improvements in the near term.
This refinancing demonstrates remarkable progress in Carnival's debt profile optimization. The 475 basis point reduction in interest rate (from 10.500% to 5.750%) reflects significantly improved credit perception by institutional investors. This spread compression is substantial, particularly for unsecured debt in the leisure sector.
Securing investment grade-style covenants while still paying a yield premium represents an important transitional milestone. These covenants typically include fewer restrictions on dividends, acquisitions, and additional borrowing than high-yield equivalents. This provides management with enhanced financial flexibility while still acknowledging the company's current non-investment grade status.
Most telling is the timing - Carnival is proactively refinancing five years before maturity, indicating confidence in both their liquidity position and the favorable debt market conditions. By addressing this higher-cost debt early, they've locked in substantial savings while eliminating refinancing risk on this tranche for the next five years.
The structure's guarantee framework - with joint and several guarantees from subsidiaries also backing secured debt - maintains the established collateral hierarchy while improving overall terms. This sophisticated approach allows Carnival to reduce costs while preserving their broader liability management strategy and maintaining consistency across their capital structure.
Transaction included redemption of
The Notes Offering and the redemption of the 2030 Unsecured Notes are a continuation of the Company's strategy to reduce interest expense. The transaction is expected to reduce net annual interest expense by approximately
The Notes will pay interest semi-annually on March 15 and September 15 of each year, beginning on September 15, 2025, at a rate of
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside
The Notes were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in
This press release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be unlawful.
About Carnival Corporation & plc
Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (
Cautionary Note Concerning Forward-Looking Statements
Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as "Carnival Corporation & plc," "our," "us" and "we." Some of the statements, estimates or projections contained in this press release are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like "will," "may," "could," "should," "would," "believe," "depends," "expect," "goal," "aspiration," "anticipate," "forecast," "project," "future," "intend," "plan," "estimate," "target," "indicate," "outlook," and similar expressions of future intent or the negative of such terms.
Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:
- Interest, tax and fuel expenses
- Liquidity and credit ratings
- The transactions described herein
Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following:
- Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.
- Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.
- Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.
- Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.
- Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business.
- Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.
- The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.
- Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.
- We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.
- Fluctuations in foreign currency exchange rates may adversely impact our financial results.
- Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.
- Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.
- We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.
- Our substantial debt could adversely affect our financial health and operating flexibility.
- The risk factors included in Carnival Corporation's and Carnival plc's Annual Report on Form 10-K filed with the SEC on January 27, 2025.
The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.
Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.
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FAQ
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