Carnival Corp has instigated private offerings of $3 bill aggregate principal amount of first-priority senior secured notes, due 2023 and $1.75 bill total principal amount of senior convertible notes, due the same year.
Carnival said that intends to grant the initial purchasers of the convertible notes an option to purchase, during a 13-day period beginning on, and including the first day on which the notes are issued, up to an additional total of $262.5 mill principal amount of the notes.
Each series of notes will be fully and unconditionally guaranteed, jointly and severally, by Carnival plc and some of the Corp’s and Carnival plc’s subsidiaries that own or operate the company’s vessels and material intellectual property.
In addition, the secured notes and the related guarantees will be secured by a first-priority lien on the collateral, which includes, without limitation, pledges on the capital stock of each subsidiary guarantor, mortgages on a substantial majority of the vessels and related vessel collateral, material intellectual property and pledges over other vessel-related assets including inventory, computer software and casino equipment.
The convertible notes will be convertible at the holder’s option in certain circumstances. Upon conversion, the Corporation will satisfy its conversion obligation by paying or delivering, at its election, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, it said.
Carnival said that it expected to use the net proceeds from the offerings for general corporate purposes.
The company has also announced that it has commenced a registered public offering of $1.25 bill of shares of its common stock or $1.4375 bill of shares of its common stock, if the underwriters exercise their option in full to purchase additional shares.
None of the offerings share closings in the common stock, secured notes or convertible notes, is conditional upon the closing of any of the other offerings or vice versa, Carnival said.
The secured notes are only being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the US Securities Act, and outside the country, only to non-US investors pursuant to Regulation S, as are the convertible notes.
Both the secured notes, the convertible notes and the shares of common stock issuable upon conversion of the convertible notes, if any, will not be registered under the Securities Act or any US state securities laws and may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws, the company explained.