8-KOther EventsExhibits & Filings

CARNIVAL CORP 8-K Report, Corporate Update (Jul 6, 2021)

Filed July 6, 2021For Securities:CCL

Summary

Carnival Corporation (CCL) has announced a cash tender offer and consent solicitation for its outstanding 11.500% First Priority Senior Secured Notes due 2023. The company aims to repurchase up to $2,004 million of these notes and solicit consent to amend certain provisions of the governing indenture. The proposed amendments are intended to align these provisions more closely with those in the Company's Term Loan Agreement and other outstanding notes. This move suggests an effort to streamline debt obligations and potentially improve its capital structure. The tender offer and solicitation are contingent on a financing condition, which can be satisfied through the offering of new first priority secured notes or other acceptable financing, and the receipt of majority consent from noteholders. Investors should note that this filing does not constitute an offer to purchase or sell securities, and further details are available in the Company's Offer to Purchase and Consent Solicitation statement.

Key Highlights

  • 1Carnival Corporation initiated a cash tender offer to purchase up to $2,004 million of its 11.500% First Priority Senior Secured Notes due 2023.
  • 2A consent solicitation is being conducted concurrently to amend indenture provisions related to the Notes.
  • 3The proposed amendments aim to align the Notes' indenture provisions with the Company's Term Loan Agreement and other outstanding notes.
  • 4The transaction is subject to a financing condition, which may involve issuing new secured notes or alternative financing.
  • 5Receipt of consents from a majority of the Notes' principal amount outstanding is a condition for the proposed amendments.
  • 6The Company reserves the right to waive conditions at its sole discretion.
  • 7The filing explicitly states it is not an offer to purchase or sell securities, directing holders to the Offer to Purchase document.

Frequently Asked Questions

Carnival Corporation is launching a cash tender offer to buy back up to $2,004 million of its 11.500% First Priority Senior Secured Notes due 2023. They are also seeking consent from noteholders to change certain terms in the agreement (indenture) that governs these notes.

The company intends to make the terms of these notes more consistent with its existing Term Loan Agreement and other debt instruments. This could simplify its debt structure and potentially improve financial flexibility.

The transaction is conditional upon Carnival securing necessary financing (potentially through issuing new debt) and obtaining consent from holders representing at least a majority of the principal amount of the Notes outstanding to the proposed amendments.

Investors holding the 11.500% First Priority Senior Secured Notes due 2023 should refer to Carnival's official Offer to Purchase and Consent Solicitation statement dated July 6, 2021, which is available from Global Bondholder Services Corporation.