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Carnival Corporation & plc announced that Carnival Corporation (the “Company”) has commenced a private offering of $1 billion aggregate principal amount of convertible senior notes due 2027 (the “Convertible Notes”) to be used as part of the Company’s 2024 refinancing plan.
The Convertible Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by Carnival plc and certain of the Company’s and Carnival plc’s subsidiaries that own or operate vessels and material intellectual property and that guarantee certain of the Company’s other indebtedness, including its first-priority secured indebtedness and second-priority secured indebtedness.
Prior to September 1, 2027 the Convertible Notes will be convertible at the holder’s option only upon satisfaction of certain conditions and during certain periods. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, at its election, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock.
The Company may not redeem the Convertible Notes prior to December 5, 2025, except in the event of certain tax law changes. On or after December 5, 2025, the Company may redeem for cash all or part of the Convertible Notes if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will equal 100% of the principal amount of the Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The Company intends to grant the initial purchasers of the Convertible Notes an option to purchase, for settlement during a 13-day period beginning on, and including, the first day on which the Convertible Notes are issued, up to an additional $150 million aggregate principal amount of Convertible Notes.
The Company expects to use the net proceeds of the offering to make principal payments on debt and for general corporate purposes.
The Convertible Notes will be 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”). The Convertible Notes and the shares of common stock issuable upon conversion of the Convertible 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Convertible 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. This announcement contains inside information (for the purposes of applicable UK law).
PJT Partners is serving as independent financial advisor to Carnival Corporation & plc.
About Carnival Corporation & plc
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.
