Conyers provided Bermuda law advice to Carnival Corporation in connection with its private offering of US$6 billion in two tranches of notes. The transaction involved numerous jurisdictions including Bermuda, US, UK, Curaçao, Italy, Panama, Cayman and The Bahamas. It closed on 8 April 2020, having been completed in a tight timeframe and with most involved working remotely.
The offering comprised US$4 billion aggregate principal amount of 11.5% First Priority Senior Secured Notes due 2023 and US$1.95 billion aggregate principal amount of 5.75% Convertible Senior Notes due 2023, including a fully exercised option to purchase an additional $62.5 million aggregate principal amount of the Convertible Notes. Carnival Corporation expects to use the net proceeds from the notes offerings for general corporate purposes. Director Victor Richards and Associate Alexis Haynes of Conyers’ Bermuda office advised on the matter, working alongside Paul, Weiss, Rifkind, Wharton & Garrison LLP and Norton Rose Fulbright LLP.
Director Victor Richards praised the efforts of all parties and advisors to complete the offering in the face of challenging circumstances from the impact of COVID-19. He said: “Congratulations to all of the parties involved for the successful completion of this significant transaction, in particular with most, if not everyone, involved working from home. Special mention goes to the Bermuda Shipping & Maritime Authority, which was very responsive, flexible and accommodating, despite Bermuda being subject to 24 hour ‘shelter in place’ restrictions.”
The Bermuda Shipping & Maritime Authority (BSMA) remains operational and available to assist clients with vessel registration and mortgage registration matters during Bermuda’s lock-down period by adopting pragmatic working practices to ensure continuity of business which should provide comfort to ship owners and financiers alike.
Francis Richardson, CEO of the BSMA said: “The Bermuda Shipping & Maritime Authority and Conyers have a long-standing good working relationship focused on providing excellent and efficient service, which is particularly important at this time when ship owners and ship managers need us the most. We are happy to be of assistance to Carnival and can assure all our stakeholders that we will do everything we can to ensure their needs are met and our service remains at the high standard to which they have become accustomed.”