Refinancing 2024 maturities at a coupon of 5.75% with
potential cash redemption feature
MIAMI, Nov. 15,
2022 /PRNewswire/ -- Carnival Corporation & plc
(NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival
Corporation (the "Company") has priced a private offering of
$1 billion aggregate principal amount
of its 5.75% convertible senior notes due 2027 (the "Convertible
Notes") as part of the Company's 2024 refinancing plan.
The Convertible Notes will pay interest semi-annually on
June 1 and December 1 of each year, beginning on
June 1, 2023, at a rate of 5.75% per
year. The Convertible Notes will mature on December 1, 2027, unless earlier repurchased,
redeemed or converted.
The initial conversion rate per $1,000 principal amount of Convertible Notes is
equivalent to 74.6714 shares of common stock of the Company, which
is equivalent to a conversion price of approximately $13.39 per share, subject to adjustment in
certain circumstances. The initial conversion price represents a
premium of approximately 20% over the last reported sale price of
the Company's common stock on the New York Stock Exchange on
November 15, 2022.
Differing from the Company's existing convertible securities,
the Company has a cash redemption provision if the stock price
exceeds $17.41 beginning on or after
December 5, 2025. The Company
may redeem for cash all or part of the Convertible Notes if the
last reported sale price of the Company's common stock exceeds 130%
of the conversion price then in effect for at least 20 trading days
(whether or not consecutive), including the trading day immediately
preceding the date on which the Company provides notice of
redemption, during the 30 consecutive trading day period ending on,
and including, the trading day immediately preceding the date on
which the Company provides notice of redemption. The redemption
price will equal 100% of the principal amount of the Convertible
Notes being redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. The Company may not redeem the
Convertible Notes prior to December 5,
2025, except in the event of certain tax law changes.
Prior to September 1, 2027 the
Convertible Notes will be convertible at the holder's option only
upon satisfaction of certain conditions and during certain periods.
Thereafter, the Convertible Notes will be convertible at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, the
Company will satisfy its conversion obligation by paying or
delivering, at its election, as applicable, cash, shares of its
common stock or a combination of cash and shares of its common
stock.
The Company has granted the initial purchasers of the
Convertible Notes an option to purchase on or before November 30, 2022, up to an additional
$150 million aggregate principal
amount of Convertible Notes.
The Convertible Notes will be fully and unconditionally
guaranteed on a senior unsecured basis, jointly and severally, by
Carnival plc and certain of the Company's and Carnival plc's
subsidiaries that own or operate vessels and material intellectual
property and that guarantee certain of the Company's other
indebtedness, including its first-priority secured indebtedness and
second-priority secured indebtedness.
The Company expects to use the net proceeds of the offering to
make principal payments on debt and for general corporate
purposes.
The Convertible 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"). The Convertible Notes and the shares
of common stock issuable upon conversion of the Convertible Notes,
if any, 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 Convertible 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 announcement contains inside information (for the
purposes of applicable UK law).
PJT Partners is serving as independent financial advisor to
Carnival Corporation & plc.
About 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. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise
Line, Princess Cruises, Holland America Line, P&O Cruises
(Australia), Seabourn, Costa
Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.
Cautionary Note Concerning Factors That May Affect Future
Results
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:
- Pricing
- Booking
levels
- Occupancy
- Interest, tax and
fuel expenses
- Currency exchange
rates
- Estimates of ship
depreciable lives and residual values
|
- Goodwill, ship and
trademark fair values
- Liquidity and
credit ratings
- Adjusted earnings
per share
- 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, and in the future may
continue to be, amplified by COVID-19. 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. The
current, and uncertain future, impact of COVID-19, 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;
- events and conditions around the world, including war and other
military actions, such as the current 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;
- incidents concerning our ships, guests or the cruise industry
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;
- 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 employees, our inability to recruit or retain
qualified shoreside and shipboard employees 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
are also affected by COVID-19 and may be unable to deliver on their
commitments which could 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 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 27, 2022 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q
filed with the SEC on March 28, 2022,
June 29, 2022 and September 30, 2022.
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-related
statements may be based on standards for measuring progress that
are still developing, internal controls and processes that continue
to evolve, and assumptions that are subject to change in the
future.
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SOURCE Carnival Corporation & plc