Carnival Corporation & plc Announces Offerings of Senior Secured Notes due 2023 and Senior Convertible Notes due 2023

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Firm”) the world’s premier leisure journey company, today announced that Carnival Corporation (the “Corporation”) has commenced private choices of $3 billion aggregate principal amount of money of 1st-precedence senior secured notes thanks 2023 (the “Secured Notes”) of the Corporation and $1.75 billion aggregate principal amount of money of senior convertible notes thanks 2023 of the Corporation (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The Corporation intends to grant the original purchasers of the Convertible Notes an selection to obtain, through a thirteen-working day period of time commencing on, and like the 1st working day on which the Convertible Notes are issued, up to an further $262.5 million aggregate principal amount of money of Convertible Notes.

Every single collection of Notes will be totally and unconditionally guaranteed, jointly and severally, by Carnival plc and particular of the Corporation’s and Carnival plc’s subsidiaries that own or run the Firm’s vessels and material intellectual assets. Also, the Secured Notes and the associated assures will be secured by a 1st-precedence lien on the collateral, which includes, without having limitation, pledges on the money inventory of each and every subsidiary guarantor, mortgages on a sizeable the greater part of the vessels and associated vessel collateral, material intellectual assets and pledges more than other vessel-associated property like stock, personal computer program and on line casino equipment.

The Convertible Notes will be convertible at the holder’s selection in particular conditions. On conversion, the Corporation will fulfill its conversion obligation by having to pay or providing, at its election, as relevant, dollars, shares of its prevalent inventory or a mixture of dollars and shares of its prevalent inventory.

The Corporation expects to use the internet proceeds from the choices of the Notes for normal corporate uses.

The Firm also announced today by different push launch that the Corporation has commenced a registered general public offering of $1.25 billion of shares of its prevalent inventory (or $1.4375 billion of shares of its prevalent inventory if the underwriters in this kind of offering training in whole their selection to obtain further shares of prevalent inventory). Nothing at all contained herein shall represent an supply to promote or the solicitation of an supply to obtain the prevalent inventory. None of the closings of the choices of shares of prevalent inventory, Secured Notes or Convertible Notes is conditioned upon the closing of any of the other choices or vice versa.

The Secured Notes are currently being presented only to folks moderately considered to be capable institutional purchasers in reliance on Rule 144A beneath the Securities Act, and outdoors the United States, only to non-U.S. buyers pursuant to Regulation S. The Convertible Notes are currently being presented only to folks moderately considered to be capable institutional purchasers in reliance on Rule 144A beneath the Securities Act.  The Secured Notes, the Convertible Notes and the shares of prevalent inventory issuable upon conversion of the Convertible Notes, if any, will not be registered beneath the Securities Act or any condition securities rules and may possibly not be presented or sold in the United States absent registration or an relevant exemption from the registration needs of the Securities Act and relevant condition rules.

This push launch shall not represent an supply to promote or a solicitation of an supply to obtain the Notes or any other securities and shall not represent an supply, solicitation or sale in any jurisdiction in which this kind of supply, solicitation or sale would be illegal. This push launch is currently being issued pursuant to and in accordance with Rule 135c beneath the Securities Act.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s premier leisure journey company with a portfolio of nine of the world’s primary cruise strains. With functions in North The usa, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland The usa Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (British isles) and Cunard.

Cautionary Be aware About Elements That May perhaps Influence Future Success

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this push launch as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “forward-on the lookout statements” that require dangers, uncertainties and assumptions with regard to us, like some statements relating to the financing transactions explained herein, potential benefits, outlooks, options, aims and other occasions which have not however happened. These statements are intended to qualify for the safe harbors from legal responsibility furnished by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Trade Act of 1934. All statements other than statements of historical information are statements that could be deemed forward-on the lookout. These statements are primarily based on current anticipations, estimates, forecasts and projections about our business and the sector in which we run and the beliefs and assumptions of our management. We have tried, anytime feasible, to recognize these statements by working with words like “will,” “may possibly,” “could,” “should,” “would,” “feel,” “depends,” “count on,” “target,” “foresee,” “forecast,” “undertaking,” “potential,” “intend,” “approach,” “estimate,” “focus on,” “indicate,” “outlook,” and similar expressions of potential intent or the unfavorable of this kind of terms.

Forward-on the lookout statements consist of all those statements that relate to our outlook and economic placement like, but not constrained to, statements about:

• Net profits yields

• Net cruise expenditures, excluding gasoline for every obtainable lower berth working day

• Booking stages

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark honest values

• Interest, tax and gasoline expenditures

• Liquidity

• Currency exchange prices

• Adjusted earnings for every share

Mainly because forward-on the lookout statements require dangers and uncertainties, there are several variables that could cause our genuine benefits, effectiveness or achievements to vary materially from all those expressed or implied by our forward-on the lookout statements. This notice contains important cautionary statements of the known variables that we look at could materially influence the accuracy of our forward-on the lookout statements and adversely influence our business, benefits of functions and economic placement. It is not feasible to forecast or recognize all this kind of dangers. There may possibly be further dangers that we look at immaterial or which are not known. These variables consist of, but are not constrained to, global economic markets and normal financial circumstances as very well as the following:

  • COVID-19 has experienced, and will continue to have, a materially adverse effect on our economic situation and functions, which impacts our means to get hold of suitable financing to fund any resulting shortfalls in dollars from functions.  The current, and uncertain potential, effect of the COVID-19 outbreak, like its outcome on the means or drive of people today to journey (like on cruises), will continue to effect our benefits, functions, outlooks, options, aims, expansion, standing, dollars flows, liquidity, and inventory price
  • Earth occasions impacting the means or drive of people today to journey may possibly guide to a decline in need for cruises
  • Incidents relating to our ships, visitors or the cruise holiday sector as very well as adverse temperature circumstances and other normal disasters may possibly effect the fulfillment of our visitors and crew and guide to reputational destruction
  • Adjustments in and non-compliance with rules and regulations beneath which we run, this kind of as all those relating to health and fitness, ecosystem, basic safety and protection, information privacy and defense, anti-corruption, financial sanctions, trade defense and tax may possibly guide to litigation, enforcement steps, fines, penalties, and reputational destruction
  • Breaches in information protection and lapses in information privacy as very well as disruptions and other damages to our principal offices, info technologies functions and program networks and failure to maintain tempo with developments in technologies may possibly adversely effect our business functions, the fulfillment of our visitors and crew and guide to reputational destruction
  • Potential to recruit, acquire and keep capable shipboard staff who reside away from property for extended durations of time may possibly adversely effect our business functions, visitor companies and fulfillment
  • Increases in gasoline costs, alterations in the styles of gasoline consumed and availability of gasoline source may possibly adversely effect our scheduled itineraries and expenditures
  • Fluctuations in international currency exchange prices may possibly adversely effect our economic benefits
  • Overcapacity and opposition in the cruise and land-primarily based holiday sector may possibly guide to a decline in our cruise gross sales, pricing and desired destination alternatives
  • Geographic locations in which we check out to broaden our business may possibly be sluggish to acquire or eventually not acquire how we count on
  • Incapacity to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may possibly adversely effect our business functions and the fulfillment of our visitors

The purchasing of the risk variables established forth above is not intended to reflect our sign of precedence or probability.

Forward-on the lookout statements should not be relied upon as a prediction of genuine benefits. Topic to any continuing obligations beneath relevant legislation or any appropriate inventory exchange guidelines, we expressly disclaim any obligation to disseminate, immediately after the date of this document, any updates or revisions to any this kind of forward-on the lookout statements to reflect any alter in anticipations or occasions, circumstances or conditions on which any this kind of statements are primarily based.

Cision Check out initial content material:–plc-announces-choices-of-senior-secured-notes-thanks-2023-and-senior-convertible-notes-thanks-2023-301032440.html

Resource Carnival Corporation & plc

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