Carnival Corporation Ltd. filed a current report on November 4, 2026, disclosing that on November 3, 2026, the company established a commercial paper program allowing it to issue up to $2.0 billion in short-term, unsecured notes.

Key Highlights

  • Program size: The aggregate face or principal amount of notes outstanding under the program at any time may not exceed $2.0 billion.
  • Note maturities: Each note will have a maturity of up to 180 days from the date of issue.
  • Guarantor: The notes will be guaranteed by Carnival UK Ltd.
  • Ranking: The notes are described as unsubordinated and unsecured obligations ranking pari passu with all other unsecured and unsubordinated indebtedness of the company.
  • Use of proceeds: Net proceeds are expected to be used for general corporate purposes, according to the filing.
  • Liquidity backstop: The company plans to use its revolving credit facility as a liquidity backstop for borrowings under the program.
  • Signed by: The report was signed by David Bernstein, Chief Financial Officer and Chief Accounting Officer.

Carnival Corporation Establishes Short-Term Funding Facility with $2.0 Billion Ceiling

According to the filing, Carnival Corporation Ltd. (NYSE:CCL), a cruise company incorporated in Bermuda and headquartered in Miami, Florida, established the commercial paper program on November 3, 2026, under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933. The program allows the company to issue short-term, unsecured notes on a revolving basis, meaning amounts may be "borrowed, repaid and re-borrowed from time to time," as the filing states, subject to the $2.0 billion cap on outstanding principal at any single point in time.

The filing discloses that one or more commercial paper dealers will act under the program pursuant to individual dealer agreements entered into among the company, Carnival UK Ltd. as guarantor, and each dealer. A national bank will serve as the issuing and paying agent. The dealer agreements are described as containing "customary representations, warranties, covenants and indemnification provisions," and the form of dealer agreement was filed as Exhibit 10.1. The filing further notes that the dealers and their affiliates have previously provided, and may in the future provide, lending, commercial banking, investment banking, and other financial advisory services to the company and its affiliates.

The filing expressly states that the notes and the related guarantee have not been and will not be registered under the Securities Act or any state securities laws, and that the current report itself "is neither an offer to sell nor a solicitation of an offer to buy any Notes." The disclosure covers both Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), with Item 2.03 incorporating the Item 1.01 disclosure by reference.

What Was Disclosed

Carnival Corporation Ltd. reported the creation of a $2.0 billion commercial paper program on November 3, 2026, involving unsecured, short-term notes guaranteed by Carnival UK Ltd., with the company's revolving credit facility designated as a liquidity backstop.