Le Lézard
Classified in: Tourism and vacations, Transportation
Subject: OFR

Carnival Corporation & plc Announces Pricing of ?500 Million 5.75% Senior Unsecured Notes Offering for Refinancing and Interest Expense Reduction and Successful Repricing of Senior Secured First Lien Term Loan B Facilities for Interest Expense and Debt Reduction


Proceeds from the offering of senior unsecured notes and cash on hand to be used to redeem ?500 million 7.625% senior unsecured notes due 2026; cash on hand to repay $800 million of the term loan facilities

MIAMI, April 19, 2024 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival Corporation (the "Company") priced its private offering (the "Notes Offering") of ?500 million aggregate principal amount of 5.75% senior unsecured notes due 2030 (the "Notes"). The Company expects to use the net proceeds from the Notes Offering, together with cash on hand, to redeem its ?500 million 7.625% senior unsecured notes due 2026 (the "2026 Euro Unsecured Notes"), resulting in a reduction in interest expense on this outstanding debt of nearly 2%.

In addition, the Company has received commitments from lenders to reprice its first-priority senior secured term loan facility maturing in 2028 (the "2028 Secured Term Loan Facility") and its first-priority senior secured term loan facility maturing in 2027 (the "2027 Secured Term Loan Facility" and, such transaction, the "Repricing Transaction"). As part of the Repricing Transaction, the Company expects to make a partial prepayment of $500 million under the 2028 Secured Term Loan Facility and a partial prepayment of $300 million under the 2027 Secured Term Loan Facility.

The Notes Offering, the redemption of the 2026 Euro Unsecured Notes and the Repricing Transaction are a continuation of the Company's ongoing debt and interest expense reduction and capital structure simplification. Together, the reduction in both interest rates and total debt is expected to result in a reduction of net interest expense of over $30 million for the remainder of 2024 and over $50 million on an annualized basis.

The Notes Offering and Repricing Transaction are expected to close on April 25, 2024, subject to customary closing conditions and the execution of definitive documentation. The previously announced redemption of the 2026 Euro Unsecured Notes is expected to occur on April 26, 2024 and is conditioned on the closing of the Notes Offering.

The Notes will pay interest annually on January 15 of each year, beginning on January 15, 2025, at a rate of 5.75% per year. The Notes will be unsecured and will mature on January 15, 2030. The Notes will be fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by Carnival plc and certain of the Company's and Carnival plc's subsidiaries that also guarantee our first-priority secured indebtedness, certain of our other unsecured notes and our convertible notes.

After implementation of the repricing, the 2028 Secured Term Loan Facility will bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.75%. The 2027 Secured Term Loan Facility will bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.75%.

PJT Partners is serving as independent financial advisor to Carnival Corporation & plc.

This press release does not constitute a notice of redemption with respect to the 2026 Euro Unsecured Notes.

The 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 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 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 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 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

Adjusted net income (loss)

Booking levels

Adjusted EBITDA

Occupancy

Adjusted earnings per share

Interest, tax and fuel expenses

Adjusted free cash flow

Currency exchange rates

Net per diems

Goodwill, ship and trademark fair values

Net yields

Liquidity and credit ratings

Adjusted cruise costs per ALBD

Investment grade leverage metrics

Adjusted cruise costs excluding fuel per ALBD

Estimates of ship depreciable lives and residual values

Adjusted return on invested capital

The transactions 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 incurred during 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: 

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.

SOURCE Carnival Corporation & plc

SOURCE Carnival Corporation & plc


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