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:
- Events and conditions around the world, including geopolitical
uncertainty, war and other military actions, inflation, higher fuel
prices, higher interest rates and other general concerns impacting
the ability or desire of people to travel have led, and may in the
future lead, to a decline in demand for cruises as well as negative
impacts to our operating costs and profitability.
- Pandemics have in the past and may in the future have a
significant negative impact on our financial condition and
operations.
- Incidents concerning our ships, guests or the cruise industry
have in the past and may, in the future, negatively 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-money
laundering, anti-corruption, economic sanctions, trade protection,
labor and employment, and tax may be costly and have in the past
and may, in the future, lead to litigation, enforcement actions,
fines, penalties and reputational damage.
- Factors associated with climate change, including evolving and
increasing regulations, increasing global concern about climate
change and the shift in climate conscious consumerism and
stakeholder scrutiny, and increasing frequency and/or severity of
adverse weather conditions could adversely affect our
business.
- Inability to meet or achieve our targets, goals, aspirations,
initiatives, and our public statements and disclosures regarding
them, including those that are related to sustainability matters,
may expose us to risks that may adversely impact our business.
- 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 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.
- The loss of key team members, our inability to recruit or
retain qualified shoreside and shipboard team members and increased
labor costs could have an adverse effect on our business and
results of operations.
- Increases in fuel prices, changes in the types of fuel consumed
and availability of fuel supply may adversely impact our scheduled
itineraries and costs.
- We rely on supply chain vendors who are integral to the
operations of our businesses. These vendors and service providers
may be unable to deliver on their commitments, which could
negatively impact our business.
- Fluctuations in foreign currency exchange rates may adversely
impact our financial results.
- Overcapacity and competition in the cruise and land-based
vacation industry may negatively impact 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.
- We require a significant amount of cash to service our debt and
sustain our operations. Our ability to generate cash depends on
many factors, including those beyond our control, and we may not be
able to generate cash required to service our debt and sustain our
operations.
- Our substantial debt could adversely affect our financial
health and operating flexibility.
- 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, 2024 and Carnival
Corporation's and Carnival plc's Quarterly Report on Form 10-Q
filed with the SEC on March 27,
2024.
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
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SOURCE Carnival Corporation & plc