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Carnival Corporation & plc announced that Carnival Corporation (the “Company”), Carnival plc and certain of their subsidiaries (the “Subsidiary Guarantors”) have entered into separate, privately negotiated exchange agreements with certain holders of the Company’s outstanding 5.75% Convertible Senior Notes due 2023 (the “Existing Notes”) pursuant to which the Company will exchange $339 million in aggregate principal amount of Existing Notes for $339 million in aggregate principal amount of new 5.75% Convertible Senior Notes due October 2024 (the “New Notes” and such exchange, the “Exchange”).
The New Notes will have the same initial conversion price as the Existing Notes, representing no dilution to shareholders at scheduled maturity versus the Existing Notes, the same coupon and no upfront cost to the Company. As a result of the eighteen-month extension, the New Notes will mature on October 1, 2024 and be fully and unconditionally guaranteed on a senior unsecured basis by Carnival plc and the Subsidiary Guarantors. Following the closing of the Exchange, $183 million in aggregate principal amount of Existing Notes will remain outstanding. The Exchange is expected to close on August 22, 2022, subject to customary closing conditions.
The New Notes were offered pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes and the shares of common stock issuable upon conversion of the New Notes, if any, 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.
PJT Partners is serving as independent financial advisor to the Company and Carnival plc.
This press release does 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 prior to the registration and qualification under the securities laws of such state or jurisdiction. This announcement contains inside information (for the purposes of applicable UK law).
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. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.
