Carnival PLC Carnival closing of notes
July 27 2021 - 01:00AM
UK Regulatory
TIDMCCL
Carnival Corporation & plc Announces Closing of $2.4 Billion 4.0%
First-Priority Senior Secured Notes Offering, Completing the Refinancing of a
Portion of its Existing 11.5% Notes and Extending Maturities
MIAMI, July 26, 2021 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
today announced that Carnival Corporation (the "Issuer") has closed 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 Issuer will
be using 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"), 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 offering completed the Issuer and Carnival plc's financing
condition for the tender of its 2023 Notes and 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 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 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 an offer,
solicitation or sale would be unlawful. 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 . Return to guest cruise operations
expenses . Impact of the COVID-19 coronavirus global
. Currency exchange rates pandemic on our financial condition and results of
. Estimates of ship operations
depreciable lives and
residual values
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.
SOURCE Carnival Corporation & plc
CONTACT: MEDIA CONTACT, Roger Frizzell, 001 305 406 7862; INVESTOR RELATIONS
CONTACT, Beth Roberts, 001 305 406 4832
END
(END) Dow Jones Newswires
July 27, 2021 02:00 ET (06:00 GMT)
Carnival (LSE:CCL)
Historical Stock Chart
From Feb 2024 to Mar 2024
Carnival (LSE:CCL)
Historical Stock Chart
From Mar 2023 to Mar 2024