TUI Cruises GmbH’s €223.5 Million Senior Notes Offer

Watson Farley & Williams advised TUI Cruises GmbH on the deal, while Cravath represented the initial purchasers.

TUI Cruises GmbH signed the financial arrangements related to  its second bond issuance, including amendments to all its existing ECA-backed and commercial loans required in order to accommodate this second issuance.

TUI Cruises announced the pricing of its offering of €223.5m aggregate principle amount of 6.500% senior notes due in 2026 on 21 October 2021. The Notes will be issued at an issue price of 102.25% leading to an implied yield of 5.79%.  TUI Cruises will use the proceeds from the offering of the senior notes to repay existing indebtedness. The offering, which was multiple times oversubscribed, is expected to complete on 28 October 2021.

J.P. Morgan (B&D) and BNP Paribas led the bookrunner group. Citi, Commerzbank, Credit Agricole, DZ Bank, LBBW and UniCredit were additional joint bookrunners.

TUI Cruises is a leading German cruise operator offering cruises in the upper-contemporary/premium, luxury and expedition market segments through two strong, complementary, award-winning brands: Mein Schiff, specialising in the upper-contemporary/premium segment and Hapag-Lloyd Cruises, the only luxury brand in the DACH region operating in both the luxury and expedition segments. TUI Cruises fleet of 12 vessels, with over 19,000 berths, is one of the youngest in the world.

The cross-border WFW team advising TUI Cruises was led by London Assets and Structured Finance Partner Lucy Shtenko (Picture) who handled the existing loan amendedments with assistance from Associate Hollie Pickering. Partner Frederik Lorenzen and Associate Alexander Piepenbrock in Frankfurt and Partner Philippe Wolanski and Julie-Anne Thiebaut in Paris provided additional support.

The Cravath team included partner Philip J. Boeckman and associates Marc Bode and Maurice Temming on capital markets matters, partner Christopher K. Fargo and associates Alissa B. Fromkin and Sonia Katharani-Khan on tax matters, and senior attorney Annmarie M. Terraciano on environmental matters. Waleed Y.W. Haj Hasan also worked on capital markets matters.

Involved fees earner: Marc Bode – Cravath Swaine & Moore; Philip Boeckman – Cravath Swaine & Moore; Christopher K. Fargo – Cravath Swaine & Moore; Alissa Fromkin – Cravath Swaine & Moore; Sonia Katharani-Khan – Cravath Swaine & Moore; Maurice Temming – Cravath Swaine & Moore; Annmarie Terraciano – Cravath Swaine & Moore; Frederik Lorenzen – Watson Farley & Williams; Hollie Pickering – Watson Farley & Williams; Alexander Piepenbrock – Watson Farley & Williams; Lucy Shtenko – Watson Farley & Williams; Julie-Anne Thiebaut – Watson Farley & Williams; Philippe Wolanski – Watson Farley & Williams;

Law Firms: Cravath Swaine & Moore; Watson Farley & Williams;

Clients: BNP Paribas; Citibank; Commerzbank AG; Credit Agricole; Dz Bank; J.P. Morgan Securities LLC; LBBW Immobilien Management GmbH; TUI Cruises GmbH; UniCredit Bank AG;

Author: Giulia Di Palma