Carnival Corporation & plc Announces an Equity Offering and Repurchase of Convertible Notes

MIAMI, Aug. five, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), 1 of the world’s largest leisure travel corporations, now introduced that Carnival Corporation (the “Corporation”) priced a registered direct supplying (the “Giving”) of an aggregate of 99,185,968 shares (the “Shares”) of its frequent inventory at a cost of $14.02 per share to a constrained number of holders (the “Holders”) of its five.seventy five% Convertible Senior Notes due 2023 (the “Convertible Notes”). The Corporation intends to use the proceeds from the Giving to repurchase from such Holders an aggregate of $885,589,000 principal sum of its Convertible Notes (the “Note Repurchases,” and collectively with the Giving, the “Transactions”) in privately negotiated transactions.

On a web basis, the Corporation will not get any proceeds from the Transactions and will spend customary costs and charges in connection therewith. For that reason, the Transactions will not have a content affect on the Corporation’s money position. Subsequent the Note Repurchases, an aggregate of $1,126,911,000 principal sum of the Corporation’s Convertible Notes will continue being remarkable.

The Giving is expected to near on August seven, 2020 (apart from with regard to five.five million Shares which is expected to near on August 10, 2020), subject matter to customary closing disorders. The Note Repurchases are expected to near promptly subsequent the closing of the Giving (apart from with regard to $49.three million aggregate principal sum of the Note Repurchases which is expected to near on August 10, 2020), subject matter to customary closing disorders.

Goldman Sachs & Co. LLC is performing as the special placement agent for the Giving. PJT Partners LP is serving as unbiased economic advisor to the Corporation for the Giving. A shelf registration statement relating to the Shares was formerly filed with the U.S. Securities and Trade Commission (“SEC“) and is powerful. The Giving was designed only by implies of a prospectus supplement and an accompanying foundation prospectus. A preliminary prospectus supplement and accompanying foundation prospectus relating to the Giving have been filed, and a ultimate prospectus supplement will be filed with the SEC and will be obtainable on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying foundation prospectus relating to the Giving might be attained from Goldman Sachs & Co. LLC, Prospectus Office, 200 West Avenue, New York, New York 10282, phone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] mail.gs.com.

This press launch does not represent an offer to offer or a solicitation of an offer to purchase shares of frequent inventory or any other securities and shall not represent an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to the registration and qualification under the securities regulations of such condition or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is 1 of the world’s largest leisure travel corporations with a portfolio of nine of the world’s major cruise strains. With functions in North The usa, Australia, Europe and Asia, its portfolio capabilities Carnival Cruise Line, Princess Cruises, Holland The usa Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (United kingdom) and Cunard.

Cautionary Note About Things That Might Have an impact on Future Effects

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press launch, as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-seeking statements” that entail dangers, uncertainties and assumptions with regard to us, which include some statements about the financing transactions described herein, upcoming results, functions, outlooks, options, plans, name, money flows, liquidity and other occasions which have not yet happened. These statements are supposed to qualify for the risk-free harbors from legal responsibility presented by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Trade Act of 1934. All statements other than statements of historical info are statements that could be deemed ahead-seeking. These statements are centered on present-day anticipations, estimates, forecasts and projections about our business and the market in which we run and the beliefs and assumptions of our management. We have tried out, every time doable, to identify these statements by utilizing phrases like “will,” “might,” “could,” “must,” “would,” “imagine,” “is dependent,” “be expecting,” “objective,” “foresee,” “forecast,” “job,” “upcoming,” “intend,” “system,” “estimate,” “focus on,” “reveal,” “outlook,” and similar expressions of upcoming intent or the unfavorable of such terms.

Forward-seeking statements incorporate people statements that relate to our outlook and economic position which include, but not constrained to, statements concerning:

• Net revenue yields

• Net cruise expenses, excluding fuel per obtainable reduced berth working day

• Reserving concentrations

• Estimates of ship depreciable life and residual values

• Pricing and occupancy

Goodwill, ship and trademark fair values

• Interest, tax and fuel charges

• Liquidity

• Forex exchange rates

• Adjusted earnings per share

• Influence of the COVID-19 coronavirus worldwide pandemic on our economic situation and results of functions

Due to the fact ahead-seeking statements entail dangers and uncertainties, there are many components that could lead to our precise results, functionality or achievements to differ materially from people expressed or implied by our ahead-seeking statements. This observe is made up of critical cautionary statements of the identified components that we look at could materially have an impact on the precision of our ahead-seeking statements and adversely have an impact on our business, results of functions and economic position. In addition, many of these dangers and uncertainties are at this time amplified by and will continue to be amplified by, or in the upcoming might be amplified by, the COVID-19 outbreak. It is not doable to predict or identify all such dangers. There might be more dangers that we look at immaterial or which are unfamiliar. These components incorporate, but are not constrained to, the subsequent:

  • COVID-19 has had, and is expected to continue to have, a considerable affect on our economic situation and functions, which impacts our means to receive suitable financing to fund ensuing reductions in money from functions. The present-day, and uncertain upcoming, affect of the COVID-19 outbreak, which include its impact on the means or drive of individuals to travel (which include on cruises), is expected to continue to affect our results, functions, outlooks, options, plans, advancement, name, litigation, money flows, liquidity, and inventory cost
  • As a end result of the COVID-19 outbreak, we have paused our guest cruise functions, and if we are not able to re-start standard functions in the in the vicinity of-expression, we might be out of compliance with a servicing covenant in certain of our financial debt services as of Might 31, 2021
  • Planet occasions impacting the means or drive of individuals to travel might direct to a decline in demand from customers for cruises
  • Incidents about our ships, friends or the cruise holiday market as well as adverse temperature disorders and other purely natural disasters might affect the gratification of our friends and crew and direct to reputational destruction
  • Adjustments in and non-compliance with regulations and regulations under which we run, such as people relating to wellness, atmosphere, safety and security, data privateness and security, anti-corruption, economic sanctions, trade security and tax might direct to litigation, enforcement actions, fines, penalties, and reputational destruction
  • Breaches in data security and lapses in data privateness as well as disruptions and other damages to our principal offices, information and facts know-how functions and method networks and failure to retain rate with developments in know-how might adversely affect our business functions, the gratification of our friends and crew and direct to reputational destruction
  • Potential to recruit, develop and keep competent shipboard staff who are living away from house for prolonged intervals of time might adversely affect our business functions, guest products and services and gratification
  • Raises in fuel price ranges, modifications in the types of fuel eaten and availability of fuel source might adversely affect our scheduled itineraries and expenses
  • Fluctuations in overseas forex exchange rates might adversely affect our economic results
  • Overcapacity and competitors in the cruise and land-centered holiday market might direct to a decline in our cruise product sales, pricing and spot selections
  • Geographic locations in which we consider to grow our business might be sluggish to develop or ultimately not develop how we be expecting
  • Lack of ability to carry out our shipbuilding courses and ship repairs, servicing and refurbishments might adversely affect our business functions and the gratification of our friends

The purchasing of the threat components established forth over is not supposed to reflect our indicator of precedence or likelihood.

Forward-seeking statements must not be relied upon as a prediction of precise results. Topic to any continuing obligations under applicable regulation or any appropriate inventory exchange guidelines, we expressly disclaim any obligation to disseminate, just after the date of this doc, any updates or revisions to any such ahead-seeking statements to reflect any modify in anticipations or occasions, disorders or situations on which any such statements are centered.

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Supply Carnival Corporation & plc

Roger Frizzell, Carnival Corporation, [email protected], (305) 406-7862 Mike Flanagan, LDWW, [email protected], (727) 452-4538