Carnival Completes $87 Million Convertible Notes Exchange

Paul, Weiss advised Carnival Corporation & plc in the exchange of approximately $87 million aggregate principal amount of Carnival’s existing 5.75% convertible senior notes due 2023 for an equivalent aggregate principal amount of its new 5.75% convertible senior notes due 2024, extending the maturity date by 18 months. The new notes have the same initial conversion price as the existing notes—representing no dilution to Carnival’s shareholders at scheduled maturity versus the existing notes—the same coupon, and no upfront costs.

The notes were exchanged pursuant to separate, privately negotiated exchange agreements with certain holders of the existing notes, and issued pursuant to the same indenture as the previous convertible notes exchange in August 2022. Since August, Carnival has exchanged approximately $426 million aggregate principal amount of its existing 5.75% convertible senior notes due 2023.

The Paul, Weiss team included corporate partner John Kennedy and counsel Luke Jennings; and tax partner Brian Grieve.