MIAMI, July 19, 2021 /PRNewswire/ -- Carnival
Corporation & plc announced today the successful early results
for its consent solicitation and tender offer for purchase of up to
approximately $2.0 billion of the
11.5% First Priority Senior Secured Notes, with 85.19% of consents
received and $2.4 billion of Notes
tendered. As a result, the Supplemental Indenture was
executed. The tender offer remains subject to financing
conditions.
Carnival Corporation & plc announced today the successful
early results of Carnival Corporation's (the "Issuer")
previously announced Tender Offer to purchase for cash up to
$2,004,000,000 aggregate principal
amount of its 11.5% First Priority Senior Secured Notes due 2023
(the "Notes") (CUSIP Nos. 143658 BC5 / P2121V AE4; ISIN Nos.
US143658BC57 / USP2121VAE40) and a solicitation of Consents for
proposed amendments to the Indenture governing the Notes. The
Tender Offer and the Consent Solicitation have been made upon the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated July 6, 2021 (the "Statement").
Capitalized terms not defined herein have the meanings
attributed to them in the Statement.
Consent Solicitation
The Issuer has obtained 85.19% of the Consents, thereby
satisfying the requirement that Holders of at least a majority in
principal amount of the Notes then outstanding provide consent to
the Proposed Amendments. The Tender Offer and Consent Solicitation
remain subject to the other conditions set forth in the
Statement. The Issuer may waive any of these conditions in
its sole discretion. Payment for any Notes validly tendered
pursuant to the Tender Offer at each of the Early Settlement Date
and Final Settlement Date remain subject to the conditions in the
Statement, including, among other things, the Financing
Condition.
On July 16, 2021, the Requisite
Consents were obtained. The Issuer, the Guarantors, the Trustee and
the Security Agent executed a supplement to the Indenture (the
"Supplemental Indenture") after 5:00
p.m., New York City time,
on July 16, 2021. The Supplemental
Indenture became effective upon its execution and delivery by the
Issuer, the Guarantors, the Trustee and the Security Agent but
provides that the Proposed Amendments will not become operative
until the Issuer has accepted the Consents, has made arrangements
to pay the Consent Payments and all conditions to the closing of a
financing transaction that would satisfy the Financing Condition
(other than the Proposed Amendments becoming operative) have been
satisfied or waived by the Issuer in its sole discretion.
Subject to the conditions in the Statement, an aggregate cash
payment representing a Consent Payment of $1.25 per $1,000
principal amount of Notes with respect to which the applicable
Holder has provided its consent will be payable to Holders of the
Notes who validly (i) delivered Consents at or prior to
5:00 p.m. on July 19, 2021 (the "Early Tender/Consent
Deadline") (and did not validly revoke their Consents at or
prior to the Early Tender/Consent Deadline), but did not tender
their Notes in the Tender Offer or (ii) tendered Notes at or prior
to the Early Tender/Consent Deadline (without validly withdrawing
such tenders), including to the extent such Notes were not accepted
for purchase pursuant to the Tender Offer due to proration, in each
case subject to the terms and conditions of the Consent
Solicitation. The payments are expected to be made promptly
following the satisfaction or waiver of the conditions to
consummation of the Tender Offer and the Consent Solicitation,
including the Financing Condition (the "Initial Settlement
Date").
No Consent shall be validly delivered, and therefore no Consent
Payment shall be made, after the Early Tender/Consent Deadline.
Tender Offer
The Issuer hereby announces that $2,406,791,000 in aggregate principal amount of
the Notes were validly tendered (and not validly withdrawn) prior
to the Early Tender/Consent Deadline. Such Notes will be accepted
for repurchase up to the Maximum Tender Amount, subject to
proration, at a price of $1,142.50
per $1,000 of principal amount of
Notes, plus accrued and unpaid interest from the last interest
payment date on such purchased Notes up to, but not including, the
Initial Settlement Date, subject to the conditions set forth in the
Statement. The Tender Offer is made upon the terms and conditions
described in the Statement, including, among other things, the
Financing Condition.
Because the aggregate principal amount of all Notes tendered as
of the Early Tender/Consent Deadline exceeds the Maximum Tender
Amount, the aggregate principal amount of a Holder's validly
tendered Notes accepted for purchase will be subject to
proration. The Issuer will determine the aggregate principal
amount of a Holder's validly tendered Notes accepted for purchase
on a pro rata basis based on the aggregate principal amount of
Notes tendered in the Tender Offer. Proration will be subject
to maintaining $2,000 minimum
denominations of Notes. To determine proration, the principal
amount of Notes tendered by a Holder to be prorated will be
multiplied by the proration factor and rounded down to the nearest
$1,000. If, after applying the
proration factor as described above, any Holder would be entitled
to a credit or return of a portion of the tendered Notes which is
less than the minimum authorized denomination for the Notes, then
the Issuer may elect either to accept all of the Notes tendered by
that Holder without proration or to reject the tender of such
portion of the tendered Notes that would cause the Holder to be
entitled to a credit or return that is less than the minimum
authorized denomination for the Notes.
All payments for Notes validly tendered (and not validly
withdrawn) and accepted for purchase prior to the Early
Tender/Consent Deadline will be made on the Initial Settlement
Date. The Tender Offer is subject to the conditions set forth in
the Statement. The Issuer may waive any of these conditions
in its sole discretion.
Because the aggregate principal amount of all Notes tendered as
of the Early Tender/Consent Deadline exceeds the Maximum Tender
Amount, the Issuer will not accept for purchase 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 Amendments.
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.
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
|
• 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 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 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 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