Carnival Corp has priced the private offerings of $3.5 bill aggregate principal amount of 5.75% senior unsecured notes, due 2027.
The notes’ aggregate principal amount to be issued was recently increased to $3.5 bill. The offering is expected to close on 16th February, 2021, subject to customary closing conditions.
They will pay interest bi-annually on 1st March and 1st September of each year, beginning in September, 2021, at a rate of 5.75% per year.
The notes will be unsecured and will mature on 1st March, 2027.
In addition, they will be fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by Carnival and certain of the corporation’s and Carnival’s subsidiaries that own or operate vessels and material intellectual property and that guarantee certain of the corporation’s first-priority secured debt, and the corporation’s second-priority secured debt.
Carnival Corp said that it expected to use the net proceeds from the offering to make scheduled principal payments on debt during 2021 and for general corporate purposes, including, without limitation, the financing or refinancing of a portion of the purchase price, rental payments, costs and expenses related to certain current and future property, plant and equipment (including leased assets and vessels) and their repair, replacement and improvements.
Furthermore, the proceeds will be used for any other payments related to the vessels’ ready-for-sea costs, in each case to the extent that these amounts are not covered by the corporation’s existing and future export credit facilities.
Carnival explained that the notes are only being offered to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the US Securities Act of 1933, as amended and outside the US, only to non-US investors under Regulation S under the Securities Act.
PJT Partners is serving as independent financial advisor to the company.