Carnival Corporation & plc Announces Upsizing and Pricing of 11.500% First-Priority Senior Secured Notes due 2023 and Pricing of 5.75% Senior Convertible Notes due 2023

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Business”) the world’s greatest leisure journey business, these days announced that Carnival Company (the “Company”) has priced the non-public choices of $four billion mixture principal amount of money of eleven.five hundred% first-priority senior secured notes due 2023 (the “Secured Notes”) of the Company and $1.seventy five billion mixture principal amount of money of five.seventy five% senior convertible notes due 2023 of the Company (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The mixture principal amount of money of Secured Notes to be issued was amplified to $four billion from the formerly announced $3 billion. The Company has granted the original purchasers of the Convertible Notes an option to purchase on or right before April eighteen, 2020, up to an more $262.five million mixture principal amount of money of Convertible Notes.

The Secured Notes will spend desire semi-yearly on April 1 and Oct 1 of every 12 months, beginning on Oct 1, 2020, at a price of eleven.five hundred% per 12 months. The Secured Notes will mature on April 1, 2023. The Convertible Notes will spend desire semi-yearly on April 1 and Oct 1 of every 12 months, beginning on Oct 1, 2020, at a price of five.seventy five% per 12 months. The Convertible Notes will mature on April 1, 2023, unless of course before transformed, redeemed or repurchased.

The original conversion price per $1,000 principal amount of money of Convertible Notes is equal to one hundred.0000 shares of frequent inventory of the Company, which is equal to a conversion value of about $ten.00 per share, matter to adjustment in particular situation. The original conversion value represents a top quality of about 25% to the public presenting value in the Corporation’s concurrent frequent inventory presenting.

Each individual sequence 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 very own or work the Company’s vessels and substance mental house. On top of that, the Secured Notes and the linked guarantees will be secured by a first-priority lien on the collateral, which features, without the need of limitation, pledges on the cash inventory of every subsidiary guarantor, mortgages on a substantial bulk of the vessels and linked vessel collateral, substance mental house and pledges over other vessel-linked property together with stock, trade receivables, laptop or computer software package and casino equipment.

The Convertible Notes will be convertible at the holder’s option in particular situation. On conversion, the Company will fulfill its conversion obligation by paying or delivering, at its election, as applicable, dollars, shares of its frequent inventory or a mix of dollars and shares of its frequent inventory.

The Company expects to use the internet proceeds from the choices of the Notes for basic company needs. The internet proceeds from the presenting of Secured Notes will be deposited into a segregated escrow account, pending the releases in accordance with particular collateral perfection thresholds.

The Business also announced these days by separate push launch that the Company has priced the formerly announced registered public presenting of 62,five hundred,000 shares of frequent inventory of the Company at a value of $8.00 per share. The mixture amount of money of shares of frequent inventory to be issued in the concurrent frequent inventory presenting was diminished to about $five hundred million from the formerly announced $1.25 billion. The Company has granted the underwriters an option to purchase up to 9,375,000 of more shares of frequent inventory, which option should be exercised on or right before Might 1, 2020. Practically nothing contained herein shall constitute an provide to sell or the solicitation of an provide to invest in the frequent inventory. The choices of shares of frequent inventory and Convertible Notes are expected to settle on April 6, 2020, matter to customary closing disorders. The presenting of Secured Notes is expected to settle on April 8, 2020, matter to customary closing disorders. None of the closings of the choices of shares of frequent inventory, Secured Notes or Convertible Notes is conditioned on the closing of any of the other choices or vice versa.

The Secured Notes are being presented only to individuals fairly considered to be skilled institutional purchasers in reliance on Rule 144A beneath the Securities Act, and outside the house the United States, only to non-U.S. traders pursuant to Regulation S. The Convertible Notes are being presented only to individuals fairly considered to be skilled institutional purchasers in reliance on Rule 144A beneath the Securities Act.  The Secured Notes, the Convertible Notes and the shares of frequent inventory issuable on conversion of the Convertible Notes, if any, will not be registered beneath the Securities Act or any state securities regulations and may possibly not be presented or offered in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state regulations.

This push launch shall not constitute an provide to sell or a solicitation of an provide to invest in the Notes or any other securities and shall not constitute an provide, solicitation or sale in any jurisdiction in which these types of provide, solicitation or sale would be illegal.

About Carnival Company & plc

Carnival Corporation & plc is the world’s greatest leisure journey business with a portfolio of nine of the world’s foremost cruise strains. With operations 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 (Uk) and Cunard.

Cautionary Note About Variables That Might Have an effect on Future Success

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this push launch as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-searching statements” that contain threats, uncertainties and assumptions with regard to us, together with some statements relating to the funding transactions described herein, long run effects, outlooks, plans, ambitions and other events which have not yet occurred. These statements are meant to qualify for the harmless harbors from liability presented by Portion 27A of the Securities Act of 1933 and Portion 21E of the Securities Trade Act of 1934. All statements other than statements of historic specifics are statements that could be considered ahead-searching. These statements are based mostly on current anticipations, estimates, forecasts and projections about our business and the industry in which we work and the beliefs and assumptions of our management. We have tried, every time doable, to establish these statements by utilizing text like “will,” “may possibly,” “could,” “ought to,” “would,” “believe,” “is dependent,” “assume,” “aim,” “anticipate,” “forecast,” “project,” “long run,” “intend,” “strategy,” “estimate,” “target,” “show,” “outlook,” and equivalent expressions of long run intent or the adverse of these types of terms.

Ahead-searching statements consist of all those statements that relate to our outlook and economical placement together with, but not constrained to, statements relating to:

   

• Net earnings yields

• Net cruise expenses, excluding gas per readily available lessen berth working day

• Booking amounts

• Estimates of ship depreciable life and residual values

• Pricing and occupancy

• Goodwill, ship and trademark truthful values

• Interest, tax and gas costs

• Liquidity

• Currency exchange prices

• Adjusted earnings per share

Mainly because ahead-searching statements contain threats and uncertainties, there are a lot of variables that could cause our precise effects, efficiency or achievements to differ materially from all those expressed or implied by our ahead-searching statements. This take note consists of essential cautionary statements of the acknowledged variables that we look at could materially have an effect on the accuracy of our ahead-searching statements and adversely have an effect on our business, effects of operations and economical placement. It is not doable to forecast or establish all these types of threats. There may possibly be more threats that we look at immaterial or which are unidentified. These variables consist of, but are not constrained to, world economical marketplaces and basic economic disorders as properly as the adhering to:

  • COVID-19 has experienced, and will continue on to have, a materially adverse effect on our economical affliction and operations, which impacts our capability to receive satisfactory funding to fund any ensuing shortfalls in dollars from operations. The current, and unsure long run, effect of the COVID-19 outbreak, together with its result on the capability or motivation of folks to journey (together with on cruises), will continue on to effect our effects, operations, outlooks, plans, ambitions, expansion, status, dollars flows, liquidity, and inventory value
  • Globe events impacting the capability or motivation of folks to journey may possibly lead to a decline in demand from customers for cruises
  • Incidents relating to our ships, friends or the cruise holiday industry as properly as adverse weather disorders and other purely natural disasters may possibly effect the gratification of our friends and crew and lead to reputational problems
  • Adjustments in and non-compliance with regulations and rules beneath which we work, these types of as all those relating to wellbeing, setting, basic safety and security, data privateness and defense, anti-corruption, economic sanctions, trade defense and tax may possibly lead to litigation, enforcement actions, fines, penalties, and reputational problems
  • Breaches in data security and lapses in data privateness as properly as disruptions and other damages to our principal places of work, details technological know-how operations and system networks and failure to hold tempo with developments in technological know-how may possibly adversely effect our business operations, the gratification of our friends and crew and lead to reputational problems
  • Capability to recruit, create and retain skilled shipboard staff who are living absent from residence for extended periods of time may possibly adversely effect our business operations, visitor products and services and gratification
  • Increases in gas costs, modifications in the varieties of gas eaten and availability of gas offer may possibly adversely effect our scheduled itineraries and expenses
  • Fluctuations in foreign currency exchange prices may possibly adversely effect our economical effects
  • Overcapacity and level of competition in the cruise and land-based mostly holiday industry may possibly lead to a decline in our cruise product sales, pricing and vacation spot alternatives
  • Geographic regions in which we test to increase our business may possibly be slow to create or in the end not create how we assume
  • Inability to employ our shipbuilding applications and ship repairs, upkeep and refurbishments may possibly adversely effect our business operations and the gratification of our friends

The purchasing of the risk variables set forth earlier mentioned is not meant to reflect our sign of priority or chance.

Ahead-searching statements ought to not be relied on as a prediction of precise effects. Subject matter to any continuing obligations beneath applicable regulation or any suitable inventory exchange regulations, we expressly disclaim any obligation to disseminate, after the day of this doc, any updates or revisions to any these types of ahead-searching statements to reflect any alter in anticipations or events, disorders or situation on which any these types of statements are based mostly.

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Resource Carnival Company & plc

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