Carnival Corporation & plc Announces Closing of 5.75% Convertible Senior Notes due 2023

MIAMI, April 6, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), the world’s largest leisure travel company, today announced that Carnival Corporation (the “Corporation”) has closed its private offering to qualified institutional buyers of $1.95 billion aggregate principal amount of 5.75% convertible senior notes due 2023 (the “Convertible Notes”), including $200 million aggregate principal amount of the Convertible Notes sold pursuant to the partial exercise by the initial purchasers of their option to purchase additional Convertible Notes. The Corporation has granted the initial purchasers of the Convertible Notes an option to purchase on or before April 18, 2020, up to an additional $62.5 million aggregate principal amount of Convertible Notes, after giving effect to the partial exercise of the option described above. The Corporation expects to use the net proceeds from the offering for general corporate purposes.

The Corporation also announced today by separate press release that it has closed its previously announced registered public offering of 71,875,000 shares of common stock of the Corporation at a price of $8.00 per share (including 9,375,000 shares of common stock of the Corporation sold pursuant to the full exercise by the underwriters of their option to purchase additional shares). The closing of the Corporation’s previously announced private offering to eligible purchasers of $4 billion aggregate principal amount of 11.500% first-priority senior secured notes due 2023 is expected to take place on April 8, 2020, subject to customary closing conditions. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the common stock or the first-priority senior secured notes.

The Convertible Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act.  The Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s largest leisure travel company with a portfolio of nine of the world’s leading cruise lines. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and