Wednesday, April 17, 2024
Carnival Corporation & plc has announced the initiation of a private offering, referred to as the “Notes Offering,” involving new senior unsecured notes totaling €500 million. These notes are anticipated to mature in 2030 and are intended to replace the existing €500 million 7.625% senior unsecured notes due in 2026 (the “2026 Euro Unsecured Notes”), with the goal of reducing interest expenses.
The Company has issued a conditional notice for the redemption of the entire outstanding principal amount of the 2026 Euro Unsecured Notes, set to occur around April 26, 2024. The redemption price will be 101.906% of the principal amount of the 2026 Euro Unsecured Notes, plus accrued and unpaid interest. The Company plans to finance this redemption using the net proceeds from the Notes Offering, alongside available cash, with the redemption being contingent on the closure of the Notes Offering.
Furthermore, as part of its strategy to reduce debt, interest expenses, and simplify its capital structure, the Company intends to initiate a repricing transaction for its $2.3 billion first-priority senior secured term loan facility maturing in 2028 (the “2028 Secured Term Loan Facility”) and its $1.3 billion senior secured term loan facility maturing in 2027 (the “2027 Secured Term Loan Facility”). This repricing transaction may involve partial prepayments totaling up to $800 million across these facilities.
PJT Partners is acting as the independent financial advisor to Carnival Corporation & plc.
It’s important to note that this press release does not serve as a redemption notice for the 2026 Euro Unsecured Notes.
The Notes will be offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. investors under Regulation S of the Securities Act.
These Notes will not be registered under the Securities Act or any state securities laws and cannot be offered or sold in the United States without registration or an applicable exemption from registration requirements under the Securities Act and state laws.
This press release should not be considered an offer to sell or a solicitation of an offer to buy the Notes or any other securities and should not be construed as such in any state or jurisdiction where such offers or sales would be unlawful.
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