TIDMCCL
Carnival Corporation & plc Announces Closing of $500 Million 7.00% First
-Priority Senior Secured Notes Offering and Upsized $1.3 Billion Senior Secured
First Lien Term Loan B Facility to Repay Existing Term Loan
Redemption of USD 2026 Notes and Euro 2026 Notes to take place on August 11 and
August 12, 2023, respectively, paying off $1.2 billion in debt and saving more
than an estimated $120 million in interest expense on an annualized basis
MIAMI, Aug. 8, 2023 -- Carnival Corporation& plc(NYSE/LSE: CCL; NYSE: CUK) today
announced that Carnival Corporation (the "Company") has closed its previously
announced private offering of $500 million aggregate principal amount of 7.00%
first-priority senior secured notes due 2029 (the "Notes") and its upsized $1.3
billion senior secured first lien term loan B facility (the "New First Lien Term
Loan" and together with the offering of the Notes, the "Refinancing
Transactions"). The Company used the proceeds from the Refinancing Transactions
to repay a portion of the borrowings under the Company's existing first-priority
senior secured term loan facility maturing in 2025.
The Notes will pay interest semi-annually on February 15 and August 15 of each
year, beginning on February 15, 2024, at a rate of 7.00% per year. The Notes
will mature on August 15, 2029. The Notes are fully and unconditionally
guaranteed on a first-priority senior secured basis, jointly and severally, by
Carnival plc and certain of the Company's and Carnival plc's subsidiaries that
also guarantee our other first-priority secured indebtedness, our second
-priority secured indebtedness, certain of our unsecured notes and our
convertible notes. Additionally, the Notes and the related guarantees will be
secured by a first-priority lien on the collateral, which generally includes
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 First Lien Term Loan bears interest at a rate per annum equal to SOFR
with a 0.75% floor, plus a margin equal to 3.00%, and will mature in 2027. The
Company entered into a new term loan agreement on terms generally consistent
with the terms of its existing term loan facility, except as set forth herein.
The Company's obligations under the New First Lien Term Loan are fully and
unconditionally guaranteed on a first-priority senior secured basis, jointly and
severally, by the same guarantors that guarantee the Notes, and will be secured
by a first-priority lien on the same collateral that secures the Notes and the
related guarantees.
On August 1, 2023 and August 2, 2023, respectively, the Company issued
conditional notices of redemption for the outstanding principal amount of the
Company's $775 Million 10.500% second-priority senior secured notes due 2026
(the "USD 2026 Notes") and ?425 Million 10.125% second-priority senior secured
notes due 2026 (the "Euro 2026 Notes", and together, the "2026 Notes"),
conditioned on the closing of the Refinancing Transactions, which condition has
been satisfied. The redemptions will occur on August 11, 2023 and August 12,
2023, respectively.
PJT Partners served as independent financial advisor to Carnival Corporation &
plc.
This press release does not constitute a notice of redemption with respect to
the 2026 Notes.
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 United States, only to non
-U.S. investors pursuant to Regulation S under the Securities Act.
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 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 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 leading cruise
lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland
America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises and
Seabourn.
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 refinancing 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:
· Pricing · Adjusted net income (loss)
· Booking levels · Adjusted EBITDA
· Occupancy · Adjusted earnings per share
· Interest, tax and fuel · Adjusted free cash flow
expenses
· Currency exchange rates · Net per diems
· Goodwill, ship and · Net yields
trademark fair values
· Liquidity and credit · Adjusted cruise costs per ALBD
ratings
· Investment grade leverage · Adjusted cruise costs excluding fuel per ALBD
metrics
· Estimates of ship · Adjusted return on invested capital
depreciable lives and
residual values
· The redemptions 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. Additionally, many of these risks and uncertainties are
currently, and in the future may continue to be, amplified by our substantial
debt balance as a result of the pause of our guest cruise operations. There may
be additional risks that we consider immaterial or which are unknown. These
factors include, but are not limited to, the following:
· events and conditions around the world, including war and other military
actions, such as the invasion of Ukraine, inflation, higher fuel prices, higher
interest rates and other general concerns impacting the ability or desire of
people to travel have led, and may in the future lead, to a decline in demand
for cruises, impacting our operating costs and profitability;
· pandemics have in the past and may in the future have a significant negative
impact on our financial condition and operations;
· incidents concerning our ships, guests or the cruise industry have in the
past and may, in the future, 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-corruption, economic sanctions, trade
protection, labor and employment and tax have in the past and may, in the
future, 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 adversely affect our
business;
· inability to meet or achieve our sustainability related goals, aspirations,
initiatives, and our public statements and disclosures regarding them, may
expose us to risks that may adversely impact our business;
· 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 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;
· 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 supply chain vendors who are integral to the operations of our
businesses. These vendors 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;
· failure to successfully implement our business strategy following our
resumption of guest cruise operations would negatively impact the occupancy
levels and pricing of our cruises and could have a material adverse effect on
our business. 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; 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 27, 2023 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
SEC on March 29, 2023 and June 28, 2023.
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.
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.
Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival Corporation,
jventuroni@carnival.com, (469) 797-6380; Carnival Corporation & plc Investor
Relations Contact: Beth Roberts, Carnival Corporation, eroberts@carnival.com,
(305) 406-4832
Source: Carnival Corporation & plc
This information was brought to you by Cision http://news.cision.com
END
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