Simpson Thacher Represents Initial Purchasers in Offering of $2.4 Billion First-Priority Senior Secured Notes by Carnival and Dealer Managers in Tender Offer and Consent Solicitation
08.12.21
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Simpson Thacher represented the initial purchasers, led by Citigroup, in connection with the private offering by Carnival Corporation (NYSE: CCL) (“Carnival”) of an aggregate principal amount of approximately $2.4 billion of 4% First-Priority Senior Secured Notes due 2028.
Simpson Thacher also represented Citigroup, BofA Securities and Goldman Sachs as dealer managers in connection with a tender offer and consent solicitation by Carnival to purchase up to $2.004 billion aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 11.5% First-Priority Senior Secured Notes due 2023 (the “2023 Notes”). The consent solicitation expired on July 19, 2021 and the tender offer expired on August 2, 2021. Approximately $2.4 billion aggregate principal amount of the 2023 Notes were validly tendered and the Maximum Tender Amount was accepted and purchased. Carnival used the net proceeds from the offering to fund the tender offer and consent solicitation and related fees and expenses.
Carnival is one of the world’s largest leisure travel companies with operations in North America, Australia, Europe and Asia.
The Simpson Thacher team for the transaction included John C. Ericson, John O’Connell, Jieun Lim, Asha Amin and Bethany Wong (Capital Markets); Soogy Lee and Jonathan Pall (Collateral); Sophie Staples and Scott Grundei (Tax); Jennifer Neilsson (Executive Compensation and Employee Benefits); Genevieve Dorment (Intellectual Property); and Jennie Getsin (Blue Sky). Summer Associates Amy Zhou and Michael Leitner also provided valuable assistance.