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 biggest

MIAMI, April 6, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s biggest leisure vacation business, currently announced that Carnival Corporation (the “Corporation”) has shut its non-public offering to certified institutional prospective buyers of $1.ninety five billion aggregate principal amount of five.seventy five% convertible senior notes thanks 2023 (the “Convertible Notes”), which include $two hundred million aggregate principal amount of the Convertible Notes sold pursuant to the partial workout by the initial purchasers of their possibility to obtain supplemental Convertible Notes. The Corporation has granted the initial purchasers of the Convertible Notes an possibility to obtain on or before April eighteen, 2020, up to an supplemental $sixty two.five million aggregate principal amount of Convertible Notes, just after offering influence to the partial workout of the possibility described higher than. The Corporation expects to use the web proceeds from the offering for normal corporate purposes.

The Corporation also announced currently by individual push release that it has shut its previously announced registered community offering of 71,875,000 shares of widespread stock of the Corporation at a price tag of $8.00 for each share (which include 9,375,000 shares of widespread stock of the Corporation sold pursuant to the total workout by the underwriters of their possibility to obtain supplemental shares). The closing of the Corporation’s previously announced non-public offering to eligible purchasers of $four billion aggregate principal amount of 11.500% very first-priority senior secured notes thanks 2023 is expected to get place on April 8, 2020, matter to customary closing ailments. Nothing at all contained herein shall represent an supply to offer or the solicitation of an supply to purchase the widespread stock or the very first-priority senior secured notes.

The Convertible Notes ended up made available only to folks moderately considered to be certified institutional prospective buyers in reliance on Rule 144A beneath the Securities Act.  The Convertible Notes and the shares of widespread stock issuable upon conversion of the Convertible Notes, if any, will not be registered beneath the Securities Act or any point out securities legislation and may perhaps not be made available or sold in the United States absent registration or an applicable exemption from the registration needs of the Securities Act and applicable point out legislation.

This push release does not represent an supply to offer or a solicitation of an supply to purchase the Convertible Notes or any other securities and shall not represent an supply, solicitation or sale in any jurisdiction in which this sort of an supply, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s biggest leisure vacation business with a portfolio of 9 of the world’s main cruise lines. 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 Observe Relating to Aspects That May perhaps Have an impact on Long run Success

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this push release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-looking statements” that involve challenges, uncertainties and assumptions with respect to us, which include some statements concerning the funding transactions described herein, long run outcomes, functions, outlooks, strategies, targets, growth, standing, hard cash flows, liquidity and other occasions which have not however occurred. These statements are intended to qualify for the secure harbors from liability furnished 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 historic specifics are statements that could be deemed ahead-looking. These statements are based on latest anticipations, estimates, forecasts and projections about our business and the market in which we function and the beliefs and assumptions of our administration. We have experimented with, every time achievable, to determine these statements by working with phrases like “will,” “may perhaps,” “could,” “should really,” “would,” “think,” “depends,” “anticipate,” “purpose,” “foresee,” “forecast,” “undertaking,” “long run,” “intend,” “strategy,” “estimate,” “goal,” “point out,” “outlook,” and identical expressions of long run intent or the negative of this sort of terms.

Ahead-looking statements incorporate those people statements that relate to our outlook and money placement which include, but not restricted to, statements pertaining to:

 
   

• Net profits yields

• Net cruise charges, excluding fuel for each readily available reduce berth working day

• Booking levels

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark reasonable values

• Interest, tax and fuel expenditures

• Liquidity

• Currency trade fees

• Adjusted earnings for each share

Because ahead-looking statements involve challenges and uncertainties, there are many aspects that could cause our actual outcomes, general performance or achievements to differ materially from those people expressed or implied by our ahead-looking statements. This notice incorporates vital cautionary statements of the recognised aspects that we consider could materially have an effect on the accuracy of our ahead-looking statements and adversely have an effect on our business, outcomes of functions and money placement. In addition, many of these challenges and uncertainties are now amplified by and will carry on to be amplified by, or in the long run may perhaps be amplified by, the COVID-19 outbreak. It is not achievable to predict or determine all this sort of challenges. There may perhaps be supplemental challenges that we consider immaterial or which are unfamiliar. These aspects incorporate, but are not restricted to, the next:

  • COVID-19 has experienced, and will carry on to have, a materially adverse affect on our money issue and functions, which impacts our capability to get hold of suitable funding to fund any resulting shortfalls in hard cash from functions.  The latest, and unsure long run, affect of the COVID-19 outbreak, which include its influence on the capability or need of individuals to vacation (which include on cruises), will carry on to affect our outcomes, functions, outlooks, strategies, targets, growth, standing, hard cash flows, liquidity, and stock price tag
  • Entire world occasions impacting the capability or need of individuals to vacation may perhaps lead to a decrease in demand for cruises
  • Incidents concerning our ships, guests or the cruise vacation market as well as adverse weather conditions ailments and other all-natural disasters may perhaps affect the pleasure of our guests and crew and lead to reputational injury
  • Adjustments in and non-compliance with legislation and regulations beneath which we function, this sort of as those people relating to overall health, atmosphere, safety and stability, information privacy and safety, anti-corruption, economic sanctions, trade safety and tax may perhaps lead to litigation, enforcement steps, fines, penalties, and reputational injury
  • Breaches in information stability and lapses in information privacy as well as disruptions and other damages to our principal offices, info technological know-how functions and process networks and failure to preserve pace with developments in technological know-how may perhaps adversely affect our business functions, the pleasure of our guests and crew and lead to reputational injury
  • Means to recruit, create and keep certified shipboard personnel who live away from house for prolonged periods of time may perhaps adversely affect our business functions, visitor providers and pleasure
  • Increases in fuel rates, changes in the styles of fuel consumed and availability of fuel provide may perhaps adversely affect our scheduled itineraries and charges
  • Fluctuations in foreign forex trade fees may perhaps adversely affect our money outcomes
  • Overcapacity and competition in the cruise and land-based vacation market may perhaps lead to a decrease in our cruise gross sales, pricing and desired destination choices
  • Geographic locations in which we try to extend our business may perhaps be sluggish to create or finally not create how we anticipate
  • Incapacity to apply our shipbuilding packages and ship repairs, upkeep and refurbishments may perhaps adversely affect our business functions and the pleasure of our guests

The purchasing of the risk aspects set forth higher than is not intended to mirror our indicator of priority or likelihood.

Ahead-looking statements should really not be relied upon as a prediction of actual outcomes. Matter to any continuing obligations beneath applicable law or any pertinent stock trade rules, we expressly disclaim any obligation to disseminate, just after the day of this doc, any updates or revisions to any this sort of ahead-looking statements to mirror any change in anticipations or occasions, ailments or situation on which any this sort of statements are based.

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Resource Carnival Corporation & plc

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