Carnival Cruises 2007 Annual Report Download - page 20

CARNIVAL CORPORATION & PLC | 17
On April 29 of 2013, 2018, 2023 and 2028 the 1.75% note-
holders, on October 24 of 2011 and 2016 the Zero-Coupon
noteholders and on April 15, 2011 the 2% noteholders may
require us to repurchase all or a portion of the outstanding
1.75% Notes and Zero-Coupon Notes at their accreted
values and the 2% Notes at their face value plus any unpaid
accrued interest.
Subsequent to April 28, 2008 and October 23, 2008, we
may redeem all or a portion of the 1.75% Notes and Zero-
Coupon Notes, respectively, at their accreted values and
subsequent to April 14, 2008, we may redeem all or a portion
of our 2% Notes at their face value plus any unpaid accrued
interest, subject to the noteholders’ right to convert.
Upon conversion, redemption or repurchase of the 1.75%
Notes, the 2% Notes and the Zero-Coupon Notes, we may
choose to deliver Carnival Corporation common stock, cash
or a combination of cash and common stock with a total value
equal to the value of the consideration otherwise deliverable.
Revolving Credit and Committed Financing Facilities
Carnival Corporation, Carnival plc and certain of Carnival
plc’s subsidiaries are parties to an unsecured multi-currency
revolving credit facility for $1.2 billion, €400 million and
£200 million (aggregating $2.21 billion U.S. dollars at the
November 30, 2007 exchange rates) (the “Facility”). At
November 30, 2007, €525 million ($779 million U.S. dollars
at the November 30, 2007 exchange rate) and $240 million
was outstanding under the Facility. The Facility currently bears
interest at LIBOR/EURIBOR plus a margin of 17.5 basis points
(“BPS”). In addition, we are required to pay a commitment
fee of 30% of the margin per annum. Both the margin and
the commitment fee will vary based on changes to Carnival
Corporation’s senior unsecured credit ratings. If more than
50% of the Facility is drawn, we will incur an additional 5 BPS
utilization fee on the total amount outstanding. Substantially all
of this Facility expires in October 2012.
Our multi-currency commercial paper programs are sup-
ported by this Facility and, accordingly, any amounts out-
standing under our commercial paper programs effectively
reduce the aggregate amount available under this Facility. At
November 30, 2007, we had no borrowings outstanding under
our U.S. or multi-currency commercial paper programs. This
Facility also supports £51 million ($106 million U.S. dollars at
the November 30, 2007 exchange rate) of bonds issued by
the Facility lenders on behalf of Carnival Corporation & plc.
At November 30, 2007, $1.08 billion was available under the
Facility, based on the November 30, 2007 exchange rates.
At November 30, 2007, we had a total of four separate
unsecured long-term ship loan financing facilities under which
we have the option to borrow up to an aggregate of $1.78 billion
to finance a portion of the purchase price of four new ships
currently under contract. These ships are expected to be deliv-
ered through 2009. These facilities are repayable semi-annually
over a 12 year period. However, we have the option to termi-
nate each facility up until 60 days prior to the underlying ship’s
delivery date.
The Facility and our other loan and derivative agreements
contain covenants that require us, among other things, to
maintain minimum debt service coverage and minimum share-
holders’ equity, and to limit our debt to capital and debt to
equity ratios, and the amounts of our secured assets and
secured indebtedness. Generally, if an event of default under
any loan agreement is triggered, then pursuant to cross default
acceleration clauses, substantially all of our outstanding debt
and derivative contract payables could become due and the
underlying facilities could be terminated. At November 30,
2007, we believe we were in compliance with all of our
debt covenants.
In January 2008, we entered into three separate unsecured
$500 million variable rate revolving credit facilities for an
aggregate of $1.5 billion, each of which will expire on
December 31, 2008.