Carnival Corporation & plc Announces Offering of Common Stock

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s premier leisure vacation

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s premier leisure vacation organization, now declared that Carnival Company (the “Company”) has commenced an underwritten community presenting of $1.25 billion of shares of common stock of the Company. The Company intends to grant the underwriters an solution to buy up to $187.five million of extra shares. The Company expects to use the net proceeds from the presenting for normal company functions.

The Company also declared by independent press launch that it has commenced private offerings to qualified purchasers of $three billion aggregate principal quantity of to start with-precedence senior secured notes because of 2023 and $1.seventy five billion aggregate principal quantity of senior convertible notes because of 2023 (or up to $2.0125 billion aggregate principal quantity if the preliminary purchasers exercising in comprehensive their solution to buy extra convertible notes). Practically nothing contained herein shall constitute an give to sell or the solicitation of an give to invest in the senior secured notes or the convertible notes. None of the closings of the offerings of shares of common stock, senior secured notes or convertible notes is conditioned upon the closing of any of the other offerings or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running administrators for the presenting. A shelf registration assertion relating to these securities has been filed with the U.S. Securities and Trade Fee (“SEC“) and has turn into powerful. The presenting might be manufactured only by usually means of a prospectus complement and an accompanying base prospectus. A preliminary prospectus complement and accompanying base prospectus relating to the presenting will be filed with the SEC and will be out there on the SEC’s web-site at www.sec.gov. Copies of the preliminary prospectus complement and accompanying base prospectus relating to the presenting might be acquired from (1) BofA Securities, Inc., Attn: Prospectus Section, NC1-004-03-43, 200 North School Avenue, 3rd floor, Charlotte NC  28255-0001, e mail: [email protected], (2) Goldman Sachs & Co. LLC, Prospectus Section, 200 West Avenue, New York, New York 10282, phone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] mail.gs.com) and (three) J.P. Morgan Securities LLC, c/o Broadridge Fiscal Alternatives, 1155 Very long Island Avenue, Edgewood, New York 11717, or by means of phone: 1-866-803-9204.

This press launch does not constitute an give to sell or a solicitation of an give to invest in shares of common stock and shall not constitute an give, solicitation or sale in any jurisdiction in which this kind of an give, solicitation or sale would be illegal prior to the registration and qualification beneath the securities rules of this kind of state or jurisdiction.

About Carnival Company & plc

Carnival Corporation & plc is the world’s premier leisure vacation organization with a portfolio of 9 of the world’s leading cruise traces. 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 (United kingdom) and Cunard.

Cautionary Note About Elements That May perhaps Impact Upcoming Outcomes

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press launch as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-wanting statements” that contain threats, uncertainties and assumptions with respect to us, together with some statements about the financing transactions explained herein, potential benefits, outlooks, plans, ambitions and other occasions which have not but occurred. These statements are meant to qualify for the protected harbors from legal responsibility provided by Part 27A of the Securities Act of 1933 and Part 21E of the Securities Trade Act of 1934. All statements other than statements of historic info are statements that could be deemed ahead-wanting. These statements are primarily based on existing expectations, estimates, forecasts and projections about our small business and the field in which we operate and the beliefs and assumptions of our administration. We have tried out, every time achievable, to recognize these statements by utilizing phrases like “will,” “might,” “could,” “should,” “would,” “imagine,” “depends,” “be expecting,” “purpose,” “anticipate,” “forecast,” “venture,” “potential,” “intend,” “plan,” “estimate,” “goal,” “suggest,” “outlook,” and very similar expressions of potential intent or the unfavorable of this kind of conditions.

Ahead-wanting statements contain those statements that relate to our outlook and financial place together with, but not constrained to, statements with regards to:

– Net income yields

– Net cruise charges, excluding gasoline for each out there decrease berth day

– Booking degrees

– Estimates of ship depreciable lives and residual values

– Pricing and occupancy

– Goodwill, ship and trademark honest values

– Curiosity, tax and gasoline bills

– Liquidity

– Forex trade fees

– Adjusted earnings for each share

Simply because ahead-wanting statements contain threats and uncertainties, there are quite a few components that could induce our real benefits, overall performance or achievements to vary materially from those expressed or implied by our ahead-wanting statements. This note contains vital cautionary statements of the regarded components that we look at could materially impact the precision of our ahead-wanting statements and adversely impact our small business, benefits of operations and financial place. It is not achievable to predict or recognize all this kind of threats. There might be extra threats that we look at immaterial or which are not known. These components contain, but are not constrained to, world wide financial marketplaces and normal financial ailments as nicely as the pursuing:

  • COVID-19 has had, and will carry on to have, a materially adverse affect on our financial situation and operations, which impacts our means to attain satisfactory financing to fund any resulting shortfalls in money from operations.  The existing, and unsure potential, affect of the COVID-19 outbreak, together with its influence on the means or drive of folks to vacation (together with on cruises), will carry on to affect our benefits, operations, outlooks, plans, ambitions, development, standing, money flows, liquidity, and stock cost
  • Globe occasions impacting the means or drive of folks to vacation might guide to a drop in demand from customers for cruises
  • Incidents about our ships, visitors or the cruise holiday field as nicely as adverse weather conditions ailments and other purely natural disasters might affect the satisfaction of our visitors and crew and guide to reputational hurt
  • Alterations in and non-compliance with rules and regulations beneath which we operate, this kind of as those relating to health and fitness, surroundings, security and security, knowledge privacy and protection, anti-corruption, financial sanctions, trade protection and tax might guide to litigation, enforcement steps, fines, penalties, and reputational hurt
  • Breaches in knowledge security and lapses in knowledge privacy as nicely as disruptions and other damages to our principal places of work, details technological know-how operations and system networks and failure to continue to keep speed with developments in technological know-how might adversely affect our small business operations, the satisfaction of our visitors and crew and guide to reputational hurt
  • Skill to recruit, develop and retain qualified shipboard staff who reside away from house for extended periods of time might adversely affect our small business operations, guest providers and satisfaction
  • Improves in gasoline costs, alterations in the sorts of gasoline eaten and availability of gasoline supply might adversely affect our scheduled itineraries and charges
  • Fluctuations in overseas currency trade fees might adversely affect our financial benefits
  • Overcapacity and competitors in the cruise and land-primarily based holiday field might guide to a drop in our cruise income, pricing and desired destination alternatives
  • Geographic locations in which we check out to increase our small business might be slow to develop or in the end not develop how we be expecting
  • Incapability to put into action our shipbuilding packages and ship repairs, servicing and refurbishments might adversely affect our small business operations and the satisfaction of our visitors

The ordering of the threat components set forth earlier mentioned is not meant to reflect our indicator of precedence or chance.

Ahead-wanting statements should not be relied upon as a prediction of real benefits. Matter to any continuing obligations beneath applicable law or any pertinent stock trade procedures, we expressly disclaim any obligation to disseminate, soon after the day of this doc, any updates or revisions to any this kind of ahead-wanting statements to reflect any change in expectations or occasions, ailments or situation on which any this kind of statements are primarily based.

SOURCE Carnival Company & plc

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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