Carnival begins tender offer for 11½% notes subject to refinancing

Chicago, July 6 – Carnival Corp. & plc announced that Carnival Corp. has started a tender offer for up to $2,004,000,000 of its $4 billion outstanding 11½% first priority senior secured notes due 2023 (Cusips: 143658BC5, P2121VAE4) with a related consent solicitation, according to a press release.

The total consideration for noteholders who tender their notes by the early deadline is $1,142.50 per $1,000 note. The consideration is inclusive of a $30 early tender payment and a $1.25 consent payment.

The consent solicitation is being conducted to more closely align and conform some covenants, definitions and other terms in the 11½% notes’ indenture with those under the issuer’s recently repriced term loan facility and the indentures governing its other outstanding secured and unsecured notes.

The proposed amendments would more specifically 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 debt, make restricted payments, make investments and incur liens.

Should the tender offer be prorated, tendering noteholders will still be deemed to have given consent to all notes tendered, even if all notes are not accepted for purchase.

Noteholders who tender their notes will be deemed to have given consent in the solicitation. Noteholders may also deliver consents before the early tender and consent deadline without tendering their notes. Noteholders who only deliver consents will be eligible for the $1.25 consent payment.

Carnival is also planning a new note offering to reduce interest expense and extend maturities. The tender offer and consent solicitation are conditioned upon the successful new financing.

The tender offer is also conditioned upon the receipt of the required consents.

The early tender and consent deadline is 5 p.m. ET on July 19, also the withdrawal deadline.

The initial settlement date is July 26.

The tender offer will expire at 11:59 p.m. ET on Aug. 2.

Final settlement is expected on Aug. 4.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) is the global dealer manager and solicitation agent.

BofA Securities, Inc. and Goldman Sachs & Co. LLC are the global dealer managers and solicitation agents for the tender offer.

Global Bondholder Services Corp. (212 430-3774, 866 470-3800, contact@gbsc-usa.com) is the tender, tabulation and information agent for the tender offer and consent solicitation.

Carnival is a Miami-based cruise line.

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