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The 2023 Notes will be exchanged for New 2024 Notes with the same coupon and no dilution to shareholders at scheduled maturity versus the 2023 Notes and no upfront cost
MIAMI, Oct. 28, 2022 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today 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 "2023 Notes") pursuant to which the Company will exchange $87 million in aggregate principal amount of 2023 Notes for $87 million in aggregate principal amount of new 5.75% Convertible Senior Notes due October 2024 (the "New 2024 Notes" and such exchange, the "Exchange").
The New 2024 Notes will have the same initial conversion price as the 2023 Notes, representing no dilution to shareholders at scheduled maturity versus the 2023 Notes, the same coupon and no upfront cost to the Company. As a result of the eighteen-month extension, the New 2024 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, $96 million in aggregate principal amount of 2023 Notes will remain outstanding. The Exchange is expected to close on November 1, 2022, subject to customary closing conditions.
The New 2024 Notes will be issued pursuant to the Company's Indenture, dated August 22, 2022, will have the same terms as the Company's outstanding $339 million aggregate principal amount of 5.75% Convertible Senior Notes due 2024 (the "Existing 2024 Notes") and will be treated as a single class of securities trading under the same CUSIP number as the Existing 2024 Notes. The New 2024 Notes were offered pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The New 2024 Notes and the shares of common stock issuable upon conversion of the New 2024 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 2024 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.
About Carnival Corporation & plcCarnival 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.
Cautionary Note Concerning Factors That May Affect Future ResultsCarnival 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 | • | Goodwill, ship and trademark fair values |
• | Booking levels | • | Liquidity and credit ratings |
• | Occupancy | • | Adjusted earnings per share |
• | Interest, tax and fuel expenses | • | Return to guest cruise operations |
• | Currency exchange rates | • | Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations |
• | Estimates of ship depreciable lives and residual values |
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 COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following:
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-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
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SOURCE Carnival Corporation & plc