MIAMI, July 21, 2021 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced
that Carnival Corporation (the "Issuer") has priced its private
offering of $2,405.5 million
aggregate principal amount of 4.000% first-priority senior secured
notes due 2028 (the "New Notes"). The offering of the New Notes is
expected to close on July 26, 2021
subject to customary closing conditions.
The New Notes will pay interest semi-annually on February 1 and August
1 of each year, beginning on February
1, 2022, at a rate of 4.000% per year. The New Notes will
mature on August 1, 2028. The Issuer
expects to use the net proceeds from the offering of the New Notes
to fund its previously announced tender offer to purchase up to
$2,004,000,000 aggregate principal
amount of 11.500% First Priority Senior Secured Notes due 2023 (the
"2023 Notes") and the related consent solicitation, and the payment
of accrued and unpaid interest on the 2023 Notes accepted for
purchase and related fees and expenses. The New Notes' 4.000%
interest rate will replace existing debt carrying an 11.500% coupon
and generate $135 million of interest
savings annually.
The New Notes will be fully and unconditionally guaranteed,
jointly and severally, by Carnival plc and certain of the Issuer's
and Carnival plc's subsidiaries that own or operate our vessels and
material intellectual property and that guarantee the Issuer's
existing first-priority secured indebtedness and second-priority
secured indebtedness. Additionally, the New Notes and the related
guarantees will be secured by a first-priority lien on the
collateral, which includes, without limitation, pledges on the
capital stock of each subsidiary guarantor, mortgages on a
substantial majority of the vessels and related vessel collateral,
material intellectual property and pledges over other
vessel-related assets including inventory, trade receivables,
computer software and casino equipment.
The New 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 United
States, only to non-U.S. investors pursuant to Regulation S
under the Securities Act.
The New 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.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the New Notes or any other
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale would
be unlawful. This press release shall not constitute an offer
to purchase or the solicitation of an offer to sell the 2023 Notes,
and it is not a solicitation of consents with respect to the 2023
Notes. PJT Partners LP is serving as independent financial advisor
to the Issuer and Carnival plc.
Forward Looking Statements
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 of 1933 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,"
"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:
•
Pricing
|
• Goodwill,
ship and trademark fair values
|
• Booking
levels
|
• Liquidity and
credit ratings
|
•
Occupancy
|
• Adjusted
earnings per share
|
• Interest, tax
and fuel expenses
• Currency
exchange rates
• Estimates of
ship depreciable lives and residual values
|
• Return to
guest cruise operations
• Impact of the
COVID-19 coronavirus global pandemic on our financial condition and
results of operations
|
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. Additionally, many of
these risks and uncertainties are currently amplified by and will
continue to be amplified by, or in the future may be amplified by,
the COVID-19 outbreak. It is not possible to predict or identify
all such risks. There may be additional risks that we consider
immaterial or which are unknown. These factors include, but are not
limited to, the following:
- COVID-19 has had, and is expected to continue to have, a
significant impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund
resulting reductions in cash from operations. The current, and
uncertain future, impact of the COVID-19 outbreak, including its
effect on the ability or desire of people to travel (including on
cruises), is expected to continue to impact our results,
operations, outlooks, plans, goals, reputation, litigation, cash
flows, liquidity, and stock price;
- As a result of the COVID-19 outbreak, we may be out of
compliance with one or more maintenance covenants in certain of our
debt facilities, with the next testing date of November 30, 2022;
- World events impacting the ability or desire of people to
travel have and may continue to lead to a decline in demand for
cruises;
- Incidents concerning our ships, guests or the cruise vacation
industry as well as adverse weather conditions and other natural
disasters have in the past and may, in the future, 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-corruption,
economic sanctions, trade protection and tax have in the past and
may, in the future, lead to litigation, enforcement actions, fines,
penalties, and reputational damage;
- Breaches in data security and lapses in data privacy as well as
disruptions and other damages to our principal offices, information
technology operations and system networks, including the recent
ransomware incidents, and failure to keep pace with developments in
technology may adversely impact our business operations, the
satisfaction of our guests and crew and may lead to reputational
damage;
- Ability to recruit, develop and retain qualified shipboard
personnel who live away from home for extended periods of time may
adversely impact our business operations, guest services and
satisfaction;
- Increases in fuel prices, changes in the types of fuel consumed
and availability of fuel supply may adversely impact our scheduled
itineraries and costs;
- Fluctuations in foreign currency exchange rates may adversely
impact our financial results;
- Overcapacity and competition in the cruise and land-based
vacation industry may lead to a decline in 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; and
- the risk factors included in Carnival Corporation's and
Carnival plc's Annual Report on Form 10-K filed with the SEC on
January 26, 2021 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q
filed with the SEC on April 7, 2021
and June 28, 2021.
The ordering of the risk factors set forth above is not intended
to reflect our indication of priority or likelihood.
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.
Carnival Corporation & plc
Carnival Corporation & plc is one of the world's largest
leisure travel companies with a portfolio of nine of the world's
leading cruise lines sailing to all seven continents. With
operations in North
America, Australia, Europe and Asia, its
portfolio features Carnival Cruise Line, Princess Cruises, Holland
America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises,
P&O Cruises (UK) and Cunard.
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SOURCE Carnival Corporation & plc