Herbert Smith tackles Carnival deal

Herbert Smith has acted for Carnival Corporation on its first bond issue in the Euromarkets.

Finance partner Jane Borrows, assisted by associate Ruth Frederick, led the £189m issue by Carnival subsidiary Costa Finance.

The work comes on the back of the corporate department, which secured Carnival as a client last year.

Carnival is unusual because, although it is registered as a company in Panama, it conducts its business out of the US.

The combination of US legislation which was revised at the beginning of the year, together with the unusual status of Carnival, led to some complicated tax problems.

The special circumstances of Carnival meant there was an issue with backup withholding tax, and investors were warned that for tax reasons the holders of the notes would have to declare to the issuer that they were not a US citizen.

Because there is no way of policing the secondary investment market and knowing who notes are sold to, it is very unusual in a eurobond deal that investors have to declare their nationality.

Potentially this could have made investors wary. But Borrows says that there were no problems. “There was an issue with backup withholding tax because of the special circumstances of the deal,” she says. “But in the end the deal went well because it wasn’t targeted at US investors and so it didn’t put people off.”

Allen & Overy capital markets partner Jonathan Mellor led the team advising lead manager UniCredito Banca Mobiliare.

Herbert Smith instructed US firm Arnold & Porter to give tax advice. The team was led by tax partner Michael Rufkahr.