{"id":516101,"date":"2021-07-21T20:08:09","date_gmt":"2021-07-22T00:08:09","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/carnival-corporation-plc-announces-pricing-of-2-4-billion-4-0-first-priority-senior-secured-notes-offering-to-refinance-a-portion-of-its-existing-11-5-notes-and-extend-maturities\/"},"modified":"2021-07-21T20:08:09","modified_gmt":"2021-07-22T00:08:09","slug":"carnival-corporation-plc-announces-pricing-of-2-4-billion-4-0-first-priority-senior-secured-notes-offering-to-refinance-a-portion-of-its-existing-11-5-notes-and-extend-maturities","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/carnival-corporation-plc-announces-pricing-of-2-4-billion-4-0-first-priority-senior-secured-notes-offering-to-refinance-a-portion-of-its-existing-11-5-notes-and-extend-maturities\/","title":{"rendered":"Carnival Corporation & plc Announces Pricing of $2.4 Billion 4.0% First-Priority Senior Secured Notes Offering to Refinance a Portion of its Existing 11.5% Notes and Extend Maturities"},"content":{"rendered":"
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PR Newswire<\/p>\n<\/p><\/div>\n

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\n MIAMI<\/span>, July 21, 2021<\/span> \/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<\/span> 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<\/span> subject to customary closing conditions.<\/p>\n

The New Notes will pay interest semi-annually on February 1<\/span> and August 1<\/span> of each year, beginning on February 1, 2022<\/span>, at a rate of 4.000% per year. The New Notes will mature on August 1, 2028<\/span>. 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<\/span> 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<\/span> of interest savings annually.<\/p>\n

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.<\/p>\n

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<\/span>, only to non-U.S. investors pursuant to Regulation S under the Securities Act. <\/p>\n

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<\/span> absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.<\/p>\n

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.\u00a0This 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. <\/p>\n

\n Forward Looking Statements <\/b>\n <\/p>\n

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.\u00a0These 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.<\/p>\n

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:<\/p>\n

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\n \u2022\u00a0 Pricing<\/span>\n <\/p>\n<\/td>\n

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\n \u2022\u00a0 Goodwill, ship and trademark fair values<\/span>\n <\/p>\n<\/td>\n<\/tr>\n

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\n \u2022\u00a0 Booking levels<\/span>\n <\/p>\n<\/td>\n

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\n \u2022\u00a0 Liquidity and credit ratings<\/span>\n <\/p>\n<\/td>\n<\/tr>\n

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\n \u2022\u00a0 Occupancy<\/span>\n <\/p>\n<\/td>\n

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\n \u2022\u00a0 Adjusted earnings per share<\/span>\n <\/p>\n<\/td>\n<\/tr>\n

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\n \u2022\u00a0 Interest, tax and fuel expenses<\/span>\n <\/p>\n

\n \u2022\u00a0 Currency exchange rates<\/span>\n <\/p>\n

\n \u2022\u00a0 Estimates of ship depreciable lives and residual values<\/span>\n <\/p>\n<\/td>\n

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\n \u2022\u00a0 Return to guest cruise operations<\/span>\n <\/p>\n

\n \u2022\u00a0 Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations<\/span>\n <\/p>\n<\/td>\n<\/tr>\n<\/table><\/div>\n

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:<\/p>\n