Carnival PLC Carnival Corp Upsizing and Pricing Term Loan Facility

 
TIDMCCL 
 
Carnival Corporation & plc Announces Upsizing and Pricing of $2.3 Billion Term 
    Loan Facility for Refinancing, Saving Interest and Extending Maturities 
 
Interest Savings of Over $135 Million Annually 
 
MIAMI, Oct. 8, 2021 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; 
NYSE: CUK) today announced that Carnival Corporation (the "Company") 
successfully completed the syndication of its $2.3 billion first-priority 
senior secured term loan facility ("Term Loan Facility"), which the Company 
intends to use to redeem its 11.5% First Priority Senior Secured Notes due 2023 
(the "2023 Notes"). The new Term Loan Facility will bear interest at a rate per 
annum equal to adjusted LIBOR with a 0.75% floor, plus a margin equal to 3.25% 
and will mature in 2028.  The refinancing transaction will generate annual 
interest savings of over $135 million and extend maturities. 
 
The Company also issued a conditional notice of redemption for the entire 
outstanding principal amount of the Company's 2023 Notes. 
 
The Term Loan Facility described above is expected to be implemented via 
Incremental Assumption Agreement and Amendment No. 4 to the existing term loan 
agreement dated June 30, 2020, which is expected to close on October 18, 2021, 
subject to customary closing conditions and the execution of definitive 
documentation. 
 
JPMorgan Chase Bank, N.A. acted as sole global coordinator for the marketing of 
the Term Loan Facility. 
 
PJT Partners is serving as independent financial advisor to the Company. 
 
This press release does not constitute a notice of redemption with respect to 
the 2023 Notes. 
 
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, Seabourn, P&O 
Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard. 
 
Cautionary Note Concerning Factors That May Affect Future Results 
 
Carnival 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 of 1933 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," "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     * Return to guest cruise operations 
    expenses 
 
  * 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; 
 
  * 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, June 28, 2021 and September 30, 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. 
 
CONTACT: Roger Frizzell, Carnival Corporation, [e-mail], (305) 
406-7862; Mike Flanagan, LDWW, [e-mail], [phone] 
 
 
 
END 
 
 

(END) Dow Jones Newswires

October 08, 2021 09:30 ET (13:30 GMT)