Carnival Corporation & plc Announces Pricing of 62,500,000 Shares of Common Stock

MIAMI, April one, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s major leisure travel firm, right now introduced that Carnival Corporation (the “Corporation”) has priced its underwritten community providing of 62,500,000 shares of common inventory of the Corporation at a value of $8.00 for each share. The mixture quantity of shares of common inventory to be issued in the providing was diminished to around $500 million from the previously introduced $one.twenty five billion. The providing is envisioned to close on April 6, 2020, issue to customary closing circumstances. The Corporation has granted the underwriters an alternative to buy up to nine,375,000 of extra shares, which alternative need to be exercised on or just before May well one, 2020. The Corporation expects to use the web proceeds from the providing for standard corporate applications.

The Corporation also introduced by individual press release that it has priced its previously introduced personal choices to eligible purchasers of $four billion mixture principal quantity of 11.500% 1st-precedence senior secured notes thanks 2023 and $one.75 billion mixture principal quantity of five.75% senior convertible notes thanks 2023. The mixture principal quantity of the senior secured notes to be issued was improved to $four billion from the previously introduced $3 billion. The web proceeds from the providing of senior secured notes will be deposited into a segregated escrow account, pending the releases in accordance with specific collateral perfection thresholds. The Corporation has granted the initial purchasers of the convertible notes an alternative to buy on or just before April eighteen, 2020, up to an extra $262.five million mixture principal quantity of convertible notes. Very little contained herein shall constitute an supply to promote or the solicitation of an supply to purchase the senior secured notes or the convertible notes. The providing of convertible notes is envisioned to close on April 6, 2020, issue to customary closing circumstances, and the providing of senior secured notes is envisioned to close on April 8, 2020, issue to customary closing circumstances. None of the closings of the choices of shares of common inventory, senior secured notes or convertible notes is conditioned on the closing of any of the other choices or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan, are acting as joint reserve-operating supervisors for the providing. A shelf registration statement relating to these securities has been submitted with the U.S. Securities and Exchange Commission (“SEC“) and has grow to be effective. The providing may be built only by indicates of a prospectus dietary supplement and an accompanying foundation prospectus. A preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the providing have been submitted, and a last prospectus dietary supplement will be submitted, with the SEC and will be offered on the SEC’s web site at www.sec.gov. Copies of the preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the providing may be acquired from (one) BofA Securities, Inc., Attn: Prospectus Office, NC1-004-03-forty three, 200 North College or university Avenue, 3rd ground, Charlotte NC  28255-0001, e-mail: [email protected], (2) Goldman Sachs & Co. LLC, Prospectus Office, 200 West Avenue, New York, New York 10282, phone: one-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]) and (3) J.P. Morgan Securities LLC, c/o Broadridge Fiscal Solutions, 1155 Very long Island Avenue, Edgewood, New York 11717, or by means of phone: one-866-803-9204.

This press release does not constitute an supply to promote or a solicitation of an supply to purchase shares of common inventory and shall not constitute an supply, solicitation or sale in any jurisdiction in which these kinds of an supply, solicitation or sale would be illegal prior to the registration and qualification beneath the securities legislation of these kinds of state or jurisdiction.

About Carnival Corporation & plc

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

Cautionary Take note Regarding Factors That May well Have an affect on Foreseeable future Success

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “forward-on the lookout statements” that require threats, uncertainties and assumptions with regard to us, which include some statements regarding the funding transactions described herein, potential success, outlooks, options, objectives and other functions which have not but transpired. These statements are intended to qualify for the harmless harbors from legal responsibility provided by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Exchange Act of 1934. All statements other than statements of historical info are statements that could be considered forward-on the lookout. These statements are dependent on present expectations, estimates, forecasts and projections about our business and the business in which we operate and the beliefs and assumptions of our administration. We have tried, any time probable, to detect these statements by making use of text like “will,” “may,” “could,” “should,” “would,” “feel,” “depends,” “be expecting,” “aim,” “anticipate,” “forecast,” “task,” “potential,” “intend,” “prepare,” “estimate,” “target,” “reveal,” “outlook,” and equivalent expressions of potential intent or the negative of these kinds of conditions.

Forward-on the lookout statements contain all those statements that relate to our outlook and financial placement which include, but not minimal to, statements relating to:

• Net profits yields

• Net cruise costs, excluding fuel for each offered decrease berth day

• Booking concentrations

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark good values

• Interest, tax and fuel charges

• Liquidity

• Currency trade costs

• Adjusted earnings for each share

For the reason that forward-on the lookout statements require threats and uncertainties, there are numerous things that could lead to our real success, effectiveness or achievements to vary materially from all those expressed or implied by our forward-on the lookout statements. This take note contains essential cautionary statements of the identified things that we contemplate could materially affect the accuracy of our forward-on the lookout statements and adversely affect our business, success of operations and financial placement. It is not probable to predict or detect all these kinds of threats. There may be extra threats that we contemplate immaterial or which are unknown. These things contain, but are not minimal to, global financial markets and standard economic circumstances as perfectly as the pursuing:

  • COVID-19 has had, and will proceed to have, a materially adverse influence on our financial issue and operations, which impacts our skill to obtain acceptable funding to fund any ensuing shortfalls in dollars from operations. The present, and uncertain potential, influence of the COVID-19 outbreak, which include its outcome on the skill or need of men and women to travel (which include on cruises), will proceed to influence our success, operations, outlooks, options, objectives, advancement, standing, dollars flows, liquidity, and inventory value
  • Earth functions impacting the skill or need of men and women to travel may lead to a decrease in need for cruises
  • Incidents regarding our ships, guests or the cruise holiday business as perfectly as adverse weather circumstances and other purely natural disasters may influence the fulfillment of our guests and crew and lead to reputational hurt
  • Adjustments in and non-compliance with legislation and rules beneath which we operate, these kinds of as all those relating to health, environment, protection and stability, data privateness and safety, anti-corruption, economic sanctions, trade safety and tax may lead to litigation, enforcement actions, fines, penalties, and reputational hurt
  • Breaches in data stability and lapses in data privateness as perfectly as disruptions and other damages to our principal offices, details technologies operations and process networks and failure to continue to keep pace with developments in technologies may adversely influence our business operations, the fulfillment of our guests and crew and lead to reputational hurt
  • Ability to recruit, produce and keep skilled shipboard personnel who are living absent from residence for prolonged intervals of time may adversely influence our business operations, guest providers and fulfillment
  • Improves in fuel price ranges, changes in the varieties of fuel eaten and availability of fuel offer may adversely influence our scheduled itineraries and costs
  • Fluctuations in foreign forex trade costs may adversely influence our financial success
  • Overcapacity and level of competition in the cruise and land-dependent holiday business may lead to a decrease in our cruise revenue, pricing and desired destination selections
  • Geographic locations in which we attempt to expand our business may be sluggish to produce or in the end not produce how we be expecting
  • Incapability to apply our shipbuilding plans and ship repairs, upkeep and refurbishments may adversely influence our business operations and the fulfillment of our guests

The buying of the danger things set forth higher than is not intended to mirror our sign of precedence or probability.

Forward-on the lookout statements should not be relied on as a prediction of real success. Subject matter to any continuing obligations beneath relevant legislation or any pertinent inventory trade guidelines, we expressly disclaim any obligation to disseminate, right after the date of this doc, any updates or revisions to any these kinds of forward-on the lookout statements to mirror any alter in expectations or functions, circumstances or circumstances on which any these kinds of statements are dependent.

 

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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