Carnival Corporation & plc Announces Pricing of $1.0 Billion 5.750% Senior Unsecured Notes Offering for Refinancing and Interest Expense Reduction
Carnival has announced the pricing of $1.0 billion 5.750% senior unsecured notes due 2030. The proceeds will be used to redeem existing $1.0 billion 10.500% senior unsecured notes due 2030. This refinancing strategy aims to reduce net annual interest expense by approximately $45 million.
The new notes will pay interest semi-annually on March 15 and September 15, beginning September 15, 2025. The offering is expected to close on February 28, 2025. The notes will be fully guaranteed by Carnival plc and certain subsidiaries that guarantee other secured and unsecured indebtedness.
The notes are being offered exclusively to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S of the Securities Act.
Carnival ha annunciato il prezzo delle note senior non garantite del valore di 1,0 miliardi di dollari con un tasso del 5,750% in scadenza nel 2030. I proventi saranno utilizzati per rimborsare le note senior non garantite del valore di 1,0 miliardi di dollari con un tasso del 10,500% in scadenza nel 2030. Questa strategia di rifinanziamento mira a ridurre le spese annuali nette per interessi di circa 45 milioni di dollari.
Le nuove note pagheranno interessi semestralmente il 15 marzo e il 15 settembre, a partire dal 15 settembre 2025. Si prevede che l'offerta si chiuda il 28 febbraio 2025. Le note saranno completamente garantite da Carnival plc e da alcune filiali che garantiscono altre passività garantite e non garantite.
Le note sono offerte esclusivamente a compratori istituzionali qualificati ai sensi della Regola 144A e a investitori non statunitensi ai sensi della Regola S del Securities Act.
Carnival ha anunciado el precio de las notas senior no garantizadas por 1,0 mil millones de dólares al 5,750% con vencimiento en 2030. Los ingresos se utilizarán para redimir las notas senior no garantizadas por 1,0 mil millones de dólares al 10,500% con vencimiento en 2030. Esta estrategia de refinanciamiento tiene como objetivo reducir el gasto neto anual por intereses en aproximadamente 45 millones de dólares.
Las nuevas notas pagarán intereses semestralmente el 15 de marzo y el 15 de septiembre, comenzando el 15 de septiembre de 2025. Se espera que la oferta se cierre el 28 de febrero de 2025. Las notas estarán completamente garantizadas por Carnival plc y ciertas subsidiarias que garantizan otras deudas garantizadas y no garantizadas.
Las notas se ofrecen exclusivamente a compradores institucionales calificados bajo la Regla 144A y a inversores no estadounidenses bajo la Regulación S de la Ley de Valores.
카니발은 10억 달러 규모의 5.750% 만기 2030년 선순위 무담보 채권 가격을 발표했습니다. 이번 수익금은 10억 달러 규모의 10.500% 만기 2030년 선순위 무담보 채권을 상환하는 데 사용될 것입니다. 이번 재융자 전략은 연간 순이자 비용을 약 4,500만 달러 줄이는 것을 목표로 하고 있습니다.
새로운 채권은 2025년 9월 15일부터 시작하여 매년 3월 15일과 9월 15일에 이자를 반기별로 지급합니다. 이 제공은 2025년 2월 28일에 종료될 것으로 예상됩니다. 채권은 카니발 plc와 기타 담보 및 무담보 채무를 보증하는 일부 자회사가 전적으로 보증합니다.
채권은 규칙 144A에 따라 자격 있는 기관 투자자에게만 제공되며, 증권법의 규정 S에 따라 미국 외 투자자에게 제공됩니다.
Carnival a annoncé le prix des notes senior non garanties de 1,0 milliard de dollars à 5,750% arrivant à échéance en 2030. Les produits seront utilisés pour racheter les notes senior non garanties de 1,0 milliard de dollars à 10,500% arrivant à échéance en 2030. Cette stratégie de refinancement vise à réduire les charges d'intérêt nettes annuelles d'environ 45 millions de dollars.
Les nouvelles notes paieront des intérêts semestriellement le 15 mars et le 15 septembre, à partir du 15 septembre 2025. La clôture de l'offre est prévue pour le 28 février 2025. Les notes seront entièrement garanties par Carnival plc et certaines filiales qui garantissent d'autres dettes garanties et non garanties.
Les notes sont offertes 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 die Preise für die 1,0 Milliarden Dollar 5,750% Senior Unsecured Notes mit Fälligkeit 2030 bekannt gegeben. Die Erlöse werden verwendet, um bestehende 1,0 Milliarden Dollar 10,500% Senior Unsecured Notes mit Fälligkeit 2030 einzulösen. Diese Refinanzierungsstrategie zielt darauf ab, die jährlichen Nettokosten für Zinsen um etwa 45 Millionen Dollar zu senken.
Die neuen Anleihen zahlen halbjährlich Zinsen am 15. März und 15. September, beginnend am 15. September 2025. Es wird erwartet, dass das Angebot am 28. Februar 2025 abgeschlossen wird. Die Anleihen werden vollständig von der Carnival plc und bestimmten Tochtergesellschaften garantiert, die andere gesicherte und ungesicherte Verbindlichkeiten garantieren.
Die Anleihen werden ausschließlich an qualifizierte institutionelle Käufer gemäß Regel 144A und an nicht-US-Investoren gemäß Regulation S des Securities Act angeboten.
- Reduction of $45 million in net annual interest expense
- Significant decrease in interest rate from 10.500% to 5.750%
- Investment grade-style covenants in the new notes indenture
- Maintains $1.0 billion in debt obligations
- to qualified institutional buyers and non-U.S. investors
Insights
This refinancing transaction represents a significant milestone in Carnival's financial optimization strategy, with several key implications for investors:
The reduction in interest rate from 10.500% to 5.750% will generate
The inclusion of investment grade-style covenants is particularly noteworthy, as it typically provides more operational flexibility and fewer restrictions compared to high-yield covenants. This suggests a potential pathway toward investment grade status, which could unlock additional financing opportunities and lower borrowing costs in the future.
The timing of this refinancing is strategic, as it locks in a relatively attractive rate while maintaining the same 2030 maturity. The unsecured nature of the new notes, combined with the joint and several guarantees from subsidiaries, indicates confidence in the company's overall financial structure and operational stability.
From a cash flow perspective, the
Proceeds from the offering of senior unsecured notes to be used to redeem
The Notes Offering and the redemption of the 2030 Unsecured Notes are a continuation of the Company's strategy to reduce interest expense. The Company expects to reduce net annual interest expense by approximately
The Notes Offering is expected to close on February 28, 2025, subject to customary closing conditions. The previously announced redemption of the 2030 Unsecured Notes is expected to occur on February 28, 2025, and is conditioned on the closing of the Notes Offering.
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
This press release does not constitute a notice of redemption with respect to the 2030 Unsecured 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 (the "Securities Act"), and outside
The Notes 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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