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Carnival Reports Upsized Offering Of $1.45B, €500M Senior Unsecured Notes Due 2026

Carnival Corporation & plc ((NYSE/LSE: CCL, NYSE:CUK) (the "Company") today announced that Carnival Corporation (the "Corporation") has priced the private offerings of $1,450 million aggregate

· 11/20/2020 16:06

Carnival Corporation & plc ((NYSE/LSE: CCL, NYSE:CUK) (the "Company") today announced that Carnival Corporation (the "Corporation") has priced the private offerings of $1,450 million aggregate principal amount of 7.625% senior unsecured notes due 2026 (the "USD Notes") and €500 million aggregate principal amount of 7.625% senior unsecured notes due 2026 ( the "Euro Notes" and, together with the USD Notes, the "Notes"). The aggregate principal amount of Notes to be issued was increased to $1,450 million and €500 million from the previously announced $1,000 million and €300 million, respectively. The offering of the Notes is expected to close on November 25, 2020, subject to customary closing conditions.

The USD Notes and the Euro Notes will pay interest semi-annually on March 1 and September 1 of each year, beginning on March 1, 2021, at a rate of 7.625% and 7.625% per year, respectively. The Notes will be unsecured and will mature on March 1, 2026. 

The Notes will be fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by Carnival plc and certain of the Corporation's and Carnival plc's subsidiaries that own or operate the Company's vessels and material intellectual property and that guarantee certain of our first-priority secured indebtedness, and our second-priority secured indebtedness.

The Corporation expects to use the net proceeds from the offerings of the Notes for general corporate purposes, including, without limitation, the financing or refinancing of a portion of the purchase price, rental payments, costs and expenses related to certain of our current and future property, plant and equipment (including leased assets and vessels) and their repair, replacement and improvements, as well as any other payments related to its vessels' ready-for-sea costs, in each case to the extent such amounts are not covered by the Corporation's existing and future export credit facilities.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S.

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 a solicitation of an offer to buy the 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.

PJT Partners is serving as independent financial advisor to the Company.