Carnival &: Marketing of a Term Loan Facility for a Refinancing Operation (Form 8-K)


Marketing of the term loan facility for refinancing operation

On October 4, 2021, Carnival Corporation (the “Company”) announced its intention to begin marketing a senior secured term loan facility (the “Term Loan Facility”) with an initial principal amount of 1 , $ 5 billion due 2028.

The Company intends to use the proceeds of the term loan facility to redeem a portion of the Company’s 11.500% Senior Secured Notes due 2023 (the “2023 Notes”), including accrued interest. , fees and related expenses. This disclosure does not constitute a notice of redemption under the 2023 Bonds.

PJT Partners acts as independent financial advisor to the Company.

The Company is providing the information in this current report on Form 8-K to comply with FD Regulation. Such information will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the requirements of that section, and will not be deemed to be incorporated by reference in any one. filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any language of incorporation general in such deposits, except to the extent expressly set forth by specific reference in such deposit.

Forward-looking statements

Some of the statements, estimates or projections contained in this document are “forward-looking statements” which involve risks, uncertainties and assumptions with regard to us, including certain statements concerning the financing transactions described here, future results, transactions, outlook, plans, goals, reputation, cash flow, liquidity and other events that have not yet occurred. These statements are intended to qualify for the havens of 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 fact are statements that could be considered 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, where possible, to identify these statements by using words like “will”, “may”, “could”, “should”, “should”, “believe”, “depend”, “” anticipate “,” foresee “,” project “,” future “,” intend “,” plan “,” estimate “,” target “,” indicate “,” outlook “and similar expressions of future intention or such terms.

Forward-looking statements include statements relating to our prospects and financial condition, including, but not limited to, statements regarding:

• Price • Goodwill, vessels and fair brand values
• Reservation levels • Liquidity and credit ratings
• Occupation • Adjusted earnings per share
• Interest, taxes and fuel costs • Return to guest cruise operations
• Change rate • Impact of the global coronavirus COVID-19 pandemic on our financial position and operating results
• Estimates of depreciation times and residual values ​​of vessels

Because forward-looking statements involve risks and uncertainties, many factors 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 cautions regarding known factors that we believe could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial condition. Additionally, many of these risks and uncertainties are currently magnified by and will continue to be magnified by, or may in the future be magnified by the COVID-19 outbreak. It is not possible to

anticipate or identify all these risks. There may be additional risks which we consider to be 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, impacting our ability to obtain acceptable financing to fund the resulting reductions in operating cash flow. The current and uncertain future impact of the COVID-19 outbreak, including its effect on people’s ability or desire to travel (including cruising), is expected to continue to impact our bottom line, operations, outlook, plans, objectives, reputation, litigation, cash flow, liquidity and share price;
· Global events affecting people’s ability or desire to travel have led and may continue to lead to a decline in demand for cruises;
· Incidents involving our ships, our guests or the cruise industry as well as adverse weather conditions and other natural disasters have in the past and may in the future have an impact on the satisfaction of our guests and our crew and damage our reputation;
· Changes and non-compliance with the laws and regulations under which we operate, such as those relating to health, environment, safety and security, privacy and data protection, anti-corruption, economic sanctions, trade protection and taxation have had in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and damage to reputation;
· Data security breaches and breaches in data privacy as well as disruption and other damage to our main offices, IT operations and system networks, including recent ransomware incidents, and failure to keep pace technological developments may have a negative impact on our business operations, the satisfaction of our guests and our crew and may damage reputation;
· The ability to recruit, develop and retain qualified flight attendants who live away from home for extended periods of time can negatively impact our business operations, guest services and satisfaction;
· Increases in fuel prices, changes in the types of fuel consumed and the availability of fuel supplies may negatively impact our routes and scheduled costs;
· Fluctuations in exchange rates may have a negative impact on our financial results;
· Overcapacity and competition in the cruise and land vacation industry can lead to a decline in our cruise sales, fares and destination options;
· Failure to implement our shipbuilding programs and ship repairs, maintenance and renovations may negatively impact our business operations and customer satisfaction; and
· the risk factors included in the annual report of Carnival Corporation and Carnival plc on Form 10-K filed with the SEC on January 26, 2021 and the quarterly reports of Carnival Corporation and Carnival plc on Form 10-Q filed with the SEC on April 7, 2021, June 28, 2021 and September 30, 2021.

The order of the risk factors shown above is not intended to reflect our indication of priority or likelihood.

Forward-looking statements should not be taken as a prediction of actual results. Subject to any continuing obligation under applicable law or any relevant stock market rule, we expressly disclaim any obligation to release, after the date of this document, any update or revision of these forward-looking statements to reflect any changes in expectations or the events, conditions or circumstances upon which these statements are based.


Carnival Society published this content on 04 October 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 04 October 2021 12:44:34 UTC.

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