MIAMI, July 6, 2021 /PRNewswire/ -- Carnival Corporation
& plc announced today that Carnival Corporation (the
"Issuer"), a company organized and existing under the laws
of the Republic of Panama,
commenced a tender offer to purchase for cash (the "Tender
Offer") up to $2,004,000,000
aggregate principal amount (the "Maximum Tender Amount") of
its 11.500% First Priority Senior Secured Notes due 2023 (the
"Notes") (CUSIP Nos. 143658 BC5 / P2121V AE4; ISIN NOS.
US143658BC57 / USP2121VAE40) and a solicitation of consents (the
"Consent Solicitation") for proposed amendments to the
related indenture. The Tender Offer and the Consent Solicitation
are being made on the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement dated
July 6, 2021 (the
"Statement"). The Tender Offer will expire at 11:59 p.m., New York
City time, on August 2, 2021,
unless extended or earlier terminated by the Issuer in its sole
discretion, subject to applicable law (such time and date, as the
same may be extended or earlier terminated, the "Expiration
Time"). In addition, the Issuer is also offering to pay the
Early Tender Payment (as defined below) to each holder of the Notes
("Holder") who validly tenders (and does not validly
withdraw) its Notes and thereby validly delivers (and does not
validly revoke), at or prior to 5:00
p.m., New York City time,
on July 19, 2021, unless extended or
earlier terminated (such time and date, as the same may be extended
or earlier terminated, the "Early Tender/Consent Deadline"),
its Consent (as defined below) to the Proposed Amendments (as
defined below). Holders have the option either to tender
their Notes in the Tender Offer and thereby Consent to the Proposed
Amendments in the Consent Solicitation or to not tender their Notes
in the Tender Offer but to Consent to the Proposed Amendments in
the Consent Solicitation. In order to validly deliver
Consents without tendering Notes, Holders must deliver Consents
prior to the Early Tender/Consent Deadline. No Consent Payment (as
defined below) will be made with respect to Consents delivered
after the Early Tender/Consent Deadline. If the aggregate principal
amount of Notes validly tendered and not validly withdrawn at the
Early Tender/Consent Deadline is equal to or in excess of the
Maximum Tender Amount, the Issuer may, in its sole discretion, not
accept any Notes tendered after the Early Tender/Consent
Deadline.
The Total Consideration (as defined below) payable to Holders
who tender at or prior to the Early Tender/Consent Deadline will be
$1,142.50 for each $1,000
principal amount of Notes tendered and accepted for
purchase.
The following table summarizes the Tender Offer Consideration
(as defined below), the Early Tender Payment (as defined below),
the Total Consideration and the Consent Payment for each
$1,000 principal amount of Notes.
Notes
|
CUSIP / ISIN /
Common Code
Numbers
|
Outstanding
Principal
Amount(1)
|
Tender Offer
Consideration
(2) (3)
|
Early
Tender
Payment
(including
Consent
Payment)(2)
|
Total
Consideration(2)(3)
(4)
|
Consent
Payment
(2)(5)(6)
|
11.500%
First
Priority
Senior
Secured
Notes Due
2023
|
Rule 144A:
143658 BC5 /
US143658BC57
Regulation S:
P2121V AE4/
USP2121VAE40
|
$4,000,000,000
|
$1,112.50
|
$30.00
|
$1,142.50
|
$1.25
|
(1)
|
As of July 5,
2021.
|
(2)
|
For each $1,000
principal amount of Notes validly tendered and accepted for
purchase, or with respect to which the applicable Holder has
provided its
Consent, as applicable.
|
(3)
|
Excludes Accrued
Interest (as defined below) on the Notes, which will be paid in
addition to the Tender Offer Consideration or the Total
Consideration,
as applicable.
|
(4)
|
The Total
Consideration consists of the Tender Offer Consideration plus the
Early Tender Payment (which includes the Consent
Payment).
|
(5)
|
In respect of the
Tender Offer, the Consent Payment is included in, and is not
additional to, the Early Tender Payment.
|
(6)
|
Holders of Notes that
validly tender their Notes and thereby deliver their Consents at or
prior to the Early Tender/Consent Deadline (and do not validly
withdraw such Notes and therefore do not validly revoke the related
Consents) will be eligible to receive the Consent Payment in
respect of such Notes,
even if a smaller principal amount is accepted for purchase
pursuant to the Tender Offer due to proration.
|
The purpose of the Tender Offer is to acquire outstanding Notes
up to the Maximum Tender Amount, and the purpose of the Consent
Solicitation is to obtain Consents to effect the proposed
amendments (the "Proposed Amendments") to the Indenture (as
defined below) to more closely align and conform certain covenants,
definitions and other terms in the Indenture with those under the
Issuer's recently repriced Term Loan Facility (as defined below)
and the indentures governing the Issuer's other outstanding secured
and unsecured notes. Consummation of the Tender Offer and the
New Notes Offering (as defined below) or other financing on terms
satisfactory to the Issuer may allow Carnival Corporation & plc
to reduce interest expense and extend maturities.
Consideration
The Total Consideration payable to Holders who validly tender
and do not validly withdraw at or prior to the Early Tender/Consent
Deadline will be $1,142.50 for each
$1,000 principal amount of Notes
tendered and accepted for purchase. We refer to the Tender Offer
Consideration plus the Early Tender Payment, including the Consent
Payment, as the "Total Consideration." The consideration for
the Notes validly tendered (and not validly withdrawn) pursuant to
the Statement (the "Tender Offer Consideration") and
accepted for purchase pursuant to the Tender Offer is $1,112.50 for each $1,000 principal amount of the Notes. Subject to
the terms and conditions set forth in the Statement, the Issuer is
also offering to pay the Early Tender Payment to each Holder of the
Notes who validly tenders (and does not validly withdraw) its Notes
and thereby validly delivers (and does not validly revoke), at or
prior to the Early Tender/Consent Deadline, its Consent to the
Proposed Amendments to the indenture, dated as of April 8, 2020 (as supplemented and amended from
time to time, the "Indenture"), among the Issuer, Carnival
plc, a company incorporated and registered under the laws of
England and Wales ("Carnival plc"), as a guarantor,
the subsidiaries of the Issuer and Carnival plc party thereto
(together with Carnival plc, the "Guarantors") and U.S. Bank
National Association, as trustee, principal paying agent, transfer
agent, registrar (the "Trustee") and as security agent (the
"Security Agent"), governing the Notes. We refer to the
"Early Tender Payment" as an amount in cash equal to
$30 for each $1,000 principal amount of Notes tendered, which
includes an amount in cash equal to $1.25 (the "Consent Payment") for each
$1,000 principal amount of Notes
tendered by such Holder and accepted by the Issuer for purchase in
the Tender Offer, with such payment of the Total Consideration to
be made on the Initial Settlement Date (as defined below). Any
Holder who validly delivers (and does not validly revoke) its
Consent to the Proposed Amendments in the Consent Solicitation but
does not validly tender their Notes in the Tender Offer will
receive the Consent Payment but will not receive the Tender Offer
Consideration or the Early Tender Payment. No tenders of Notes
submitted after the Expiration Time will be valid.
Holders whose Notes are accepted for purchase pursuant to the
Tender Offer will receive in addition to the Total Consideration or
Tender Offer Consideration, as applicable, accrued and unpaid
interest ("Accrued Interest") from the last interest payment
date on such purchased Notes up to, but not including, the
applicable Settlement Date.
The Consent Solicitation and Proposed Amendments
In conjunction with the Tender Offer, we are soliciting from
Holders consents ("Consents") to effect the Proposed
Amendments, to more closely align and conform certain covenants,
definitions and other terms in the Indenture with those contained
in the Issuer's recently repriced Term Loan Agreement, dated as of
June 30, 2020, as amended by
Amendment No. 1 dated December 3,
2020 and Amendment No. 2 dated June
30, 2021 (as so amended the "Term Loan Facility"),
among the Issuer (as Lead Borrower), Carnival plc (as Guarantor),
various other co-borrowers and guarantors party thereto, JPMorgan
Chase Bank, N.A. (as Administrative Agent), U.S. Bank National
Association (as Security Agent) and various other agents and
lenders party thereto, and the indentures governing the Issuer's
other outstanding secured and unsecured notes. The Proposed
Amendments would modify the covenants under the Indenture,
including, among other things, the limitations on the capacity of
the Issuer, Carnival plc and their Restricted Subsidiaries to incur
indebtedness, make restricted payments, make investments and incur
liens so that such covenants more closely align and conform with
those under the recently repriced Term Loan Facility and the
indentures governing the Issuer's other outstanding secured and
unsecured notes. Adoption of the Proposed Amendments requires the
consent of the Holders of at least a majority in principal amount
of the Notes then outstanding (excluding any Notes owned by the
Issuer or its affiliates) (the "Requisite Consents").
Holders have the option either to tender their Notes in the
Tender Offer and thereby Consent to the Proposed Amendments in the
Consent Solicitation or to not tender their Notes in the Tender
Offer but to Consent to the Proposed Amendments in the Consent
Solicitation. No Consent shall be validly delivered, and therefore
no Consent Payment shall be made, after the Early Tender/Consent
Deadline. In particular, Holders who validly tender (and do not
validly withdraw) their Notes at or prior to the Early
Tender/Consent Deadline will be deemed to have delivered Consents
in respect of such tendered Notes to the Proposed Amendments and
have consented to the execution and delivery of a supplemental to
the Indenture reflecting the Proposed Amendments, and will receive
the Consent Payment as a component of the Early Tender Payment
included in the Total Consideration.
Holders who validly deliver Consents at or prior to the Early
Tender/Consent Deadline, and do not validly revoke their Consents
at or prior to the Early Tender/Consent Deadline, whether or not
such Holders also tender the related Notes, will be eligible to
receive the Consent Payment (which in the case of Holders tendering
the related Notes, such Consent Payment shall be a component of the
Early Tender Payment).
Holders who validly tender Notes and thereby deliver their
Consents at or prior to the Early Tender/Consent Deadline (and do
not validly withdraw such Notes and therefore do not validly revoke
the related Consents) will be eligible to receive the Consent
Payment in respect of such Notes, even if a smaller principal
amount is accepted for purchase pursuant to the Tender Offer due to
proration. Even if tendered Notes are prorated, the Holders will be
deemed to have delivered Consents with respect to all Notes
tendered at or before the Early Tender/Consent Deadline, and will
be eligible to receive the Consent Payment in respect of all such
Notes, including any that are returned to the Holders. Holders of
Notes should refer to the Statement for a detailed description of
the Tender Offer's proration procedures.
A Holder that has previously tendered Notes may not revoke a
Consent without withdrawing the previously tendered Notes to which
such Consent relates. Notes tendered and Consents delivered at or
prior to 5:00 p.m., New York
time, on July 19, 2021 (such time, as
the same may be extended, the "Withdrawal/Revocation Time")
may be withdrawn and revoked at any time at or prior to the
Withdrawal/Revocation Time, but not thereafter (except in certain
limited circumstances where additional withdrawal rights are
required by law).
Conditions
Notwithstanding any other provisions of the Tender Offer and the
Consent Solicitation, subject to applicable law, we have the right,
in our sole discretion, to terminate the Tender Offer and Consent
Solicitation, at any time and for any reason.
The Tender Offer and Consent Solicitation are subject to, and
conditioned upon, among other things, the Financing Condition (as
defined in the Statement), (ii) the Supplemental Indenture
Condition (as defined in the Statement), (iii) receipt of the
Requisite Consents (as defined in the Statement) and (iv) the
General Conditions (as defined in the Statement). The Financing
Condition may be satisfied by an offering of new first priority
secured notes (the "New Notes") by the Issuer (the "New
Notes Offering") or such other financing, which may, in either
case, be consummated on terms satisfactory to the Issuer in its
sole discretion. Any New Notes Offering is expected to be
consummated on or around the Initial Settlement Date (as defined
below). The Issuer will use the funds provided by any New
Notes Offering or such other financing on terms and conditions
satisfactory to the Issuer to pay the Total Consideration for all
validly tendered and not validly withdrawn Notes accepted in the
Tender Offer, including the Consent Payment for all validly
delivered and not validly revoked Consents accepted in the Consent
Solicitation, and the Issuer may use either funds provided by such
financing transaction or cash on hand to pay the Accrued Interest
and the fees and expenses related to the Tender Offer and the
Consent Solicitation.
The foregoing conditions may be asserted by us, in our sole
discretion, in relation to either of the Tender Offer or the
Consent Solicitation or both of them.
Settlement
Subject to the terms and conditions of the Tender Offer and
Consent Solicitation being satisfied or waived and to the Issuer's
right to amend, extend, terminate or withdraw the Tender Offer and
Consent Solicitation, the Issuer expects that payment for all Notes
validly tendered (and not validly withdrawn) prior to the Early
Tender/Consent Deadline and accepted by the Issuer will be made on
the business day the Issuer chooses promptly following the Early
Tender/Consent Deadline, expected to be July
26, 2021 ("Initial Settlement Date").
Payment for all Notes validly tendered after the Early
Tender/Consent Deadline and at, or prior to the Expiration Time,
and accepted by the Issuer, will be made on the business day the
Issuer selects promptly following the Expiration Time or the
business day on which the Issuer waives the conditions to
consummation of the Tender Offer and Consent Solicitation, which is
expected to be August 4, 2021, the
second business day following the Expiration Time (the "Final
Settlement Date"; the Initial Settlement Date and the Final
Settlement Date are each referred to as a "Settlement
Date").
If the aggregate principal amount of Notes validly tendered and
not validly withdrawn at the Early Tender/Consent Deadline is equal
to or in excess of the Maximum Tender Amount, the Issuer may, in
its sole discretion, not accept any Notes tendered after the Early
Tender/Consent Deadline.
Other
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. In addition, this news release is not a
solicitation of consents with respect to the Proposed Amendment.
The Tender Offer and the Consent Solicitation are being made only
pursuant to the Statement, copies of which will be delivered to
Holders. The Issuer has retained Citigroup Global Markets Inc. to
serve as global dealer manager and solicitation agent for the
Tender Offer and BofA Securities, Inc. and Goldman Sachs & Co.
LLC to serve as the dealer managers and solicitation agents for the
Tender Offer. Questions regarding the Tender Offer may be directed
to Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free)
or at +1 (212) 723-6106. Requests for documents may be directed to
Global Bondholder Services Corporation, the tender, tabulation and
information agent for the Tender Offer and the Consent Solicitation
at Banks and Brokers (212) 430-3774, (866) 470-3800 (toll free) or
contact@gbsc-usa.com.
THE STATEMENT SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER AND CONSENT SOLICITATION. NONE OF
THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE DEALER MANAGERS AND
SOLICITATION AGENTS, THE INFORMATION AGENT, THE TENDER AGENT, THE
TABULATION AGENT, THE SECURITY AGENT OR ANY PAYING AGENT, TRANSFER
AGENT OR LISTING AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER OR
NOT HOLDERS SHOULD TENDER THEIR NOTES OR PROVIDE THEIR
CONSENTS.
The Tender Offer does not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not permitted
by law or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation.
In any jurisdiction where the securities, blue sky or other laws
require tender offers to be made by a licensed broker or dealer and
in which the dealer managers, or any affiliates thereof, are so
licensed, the tender offer will be deemed to have been made by any
such dealer managers, or such affiliates, on behalf of the
Issuer.
The Tender Offer and this Statement are not an offer to sell
or a solicitation of an offer to buy any New Notes or to
participate in any other financing.
The New Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area ("EEA). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
The New Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, "FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
Any New Notes are not expected to be registered under the
U.S. federal securities laws or the securities laws of any state
and will not be offered or sold within the U.S. or to, or for the
account or benefit of, U.S. persons, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act of 1933, as
amended, and applicable laws of other jurisdictions.
Forward Looking Statements
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. 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," "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;
- booking levels;
- occupancy;
- interest, tax and fuel expenses;
- currency exchange rates;
- estimates of ship depreciable lives and residual values;
- goodwill, ship and trademark fair values;
- liquidity and credit ratings;
- adjusted earnings per share;
- return to guest cruise operations; and
- the impact of the COVID-19 coronavirus global pandemic on our
financial condition and results of operations.
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 amplified by and will
continue to be amplified by, or in the future may be amplified by,
the COVID-19 outbreak. 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:
- COVID-19 has had, and is expected to continue to have, a
significant impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund
resulting reductions in cash from operations. The current, and
uncertain future, impact of the COVID-19 outbreak, including its
effect on the ability or desire of people to travel (including on
cruises), is expected to continue to impact our results,
operations, outlooks, plans, goals, reputation, litigation, cash
flows, liquidity, and stock price;
- As a result of the COVID-19 outbreak, we may be out of
compliance with one or more maintenance covenants in certain of our
debt facilities, with the next testing date of November 30, 2022;
- World events impacting the ability or desire of people to
travel have and may continue to lead to a decline in demand for
cruises;
- Incidents concerning our ships, guests or the cruise vacation
industry as well as adverse weather conditions and other natural
disasters have in the past and may, in the future, 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-corruption,
economic sanctions, trade protection and tax have in the past and
may, in the future, lead to litigation, enforcement actions, fines,
penalties, and reputational damage;
- 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, including the recent
ransomware incidents, 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;
- Ability to recruit, develop and retain qualified shipboard
personnel who live away from home for extended periods of time may
adversely impact our business operations, guest services and
satisfaction;
- Increases in fuel prices, changes in the types of fuel consumed
and availability of fuel supply may adversely impact our scheduled
itineraries and costs;
- Fluctuations in foreign currency exchange rates may adversely
impact our financial results;
- Overcapacity and competition in the cruise and land-based
vacation industry may lead to a decline in 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; and
- 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, 2021 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q
filed with the SEC on April 7, 2021
and June 28, 2021.
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.
About the Issuer
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 sailing to all seven continents. With
operations in North
America, Australia, Europe and Asia, its
portfolio features Carnival Cruise Line, Princess Cruises, Holland
America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises,
P&O Cruises (UK) and Cunard.
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SOURCE Carnival Corporation & plc