Carnival Corporation & plc Announces Offerings of Senior Secured Notes due 2023 and Senior Convertible Notes due 2023

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Enterprise”) the world’s major

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Enterprise”) the world’s major leisure travel corporation, right now introduced that Carnival Company (the “Company”) has commenced private offerings of $three billion mixture principal sum of very first-priority senior secured notes owing 2023 (the “Secured Notes”) of the Company and $one.75 billion mixture principal sum of senior convertible notes owing 2023 of the Company (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The Company intends to grant the first purchasers of the Convertible Notes an option to obtain, throughout a thirteen-day interval commencing on, and including the very first day on which the Convertible Notes are issued, up to an further $262.5 million mixture principal sum of Convertible Notes.

Every series of Notes will be fully and unconditionally certain, jointly and severally, by Carnival plc and particular of the Corporation’s and Carnival plc’s subsidiaries that individual or operate the Company’s vessels and substance mental home. Additionally, the Secured Notes and the connected ensures will be secured by a very first-priority lien on the collateral, which includes, without having limitation, pledges on the capital inventory of just about every subsidiary guarantor, home loans on a sizeable the greater part of the vessels and connected vessel collateral, substance mental home and pledges over other vessel-connected property including inventory, pc software program and casino machines.

The Convertible Notes will be convertible at the holder’s option in particular circumstances. On conversion, the Company will fulfill its conversion obligation by having to pay or offering, at its election, as relevant, money, shares of its popular inventory or a mix of money and shares of its popular inventory.

The Company expects to use the internet proceeds from the offerings of the Notes for typical company purposes.

The Enterprise also introduced right now by individual press release that the Company has commenced a registered community offering of $one.25 billion of shares of its popular inventory (or $one.4375 billion of shares of its popular inventory if the underwriters in such offering workout in full their option to obtain further shares of popular inventory). Nothing at all contained herein shall constitute an supply to sell or the solicitation of an supply to buy the popular inventory. None of the closings of the offerings of shares of popular inventory, Secured Notes or Convertible Notes is conditioned on the closing of any of the other offerings or vice versa.

The Secured Notes are being supplied only to persons moderately thought to be capable institutional buyers in reliance on Rule 144A under the Securities Act, and outside the house the United States, only to non-U.S. investors pursuant to Regulation S. The Convertible Notes are being supplied only to persons moderately thought to be capable institutional buyers in reliance on Rule 144A under the Securities Act.  The Secured Notes, the Convertible Notes and the shares of popular inventory issuable on conversion of the Convertible Notes, if any, will not be registered under the Securities Act or any state securities regulations and may possibly not be supplied or bought in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state regulations.

This press release shall not constitute an supply to sell or a solicitation of an supply to buy the Notes or any other securities and shall not constitute an supply, solicitation or sale in any jurisdiction in which such supply, solicitation or sale would be illegal. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Carnival Company & plc

Carnival Corporation & plc is the world’s major leisure travel corporation with a portfolio of 9 of the world’s top cruise traces. 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 (British isles) and Cunard.

Cautionary Take note Relating to Components That May Impact Potential Results

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “forward-hunting statements” that entail dangers, uncertainties and assumptions with respect to us, including some statements regarding the funding transactions described herein, potential final results, outlooks, ideas, goals and other activities which have not nevertheless happened. These statements are supposed to qualify for the protected harbors from liability furnished by Area 27A of the Securities Act of 1933 and Area 21E of the Securities Trade Act of 1934. All statements other than statements of historical details are statements that could be deemed forward-hunting. These statements are based mostly on latest anticipations, estimates, forecasts and projections about our business enterprise and the marketplace in which we operate and the beliefs and assumptions of our management. We have tried, each time feasible, to establish these statements by making use of terms like “will,” “may possibly,” “could,” “should really,” “would,” “think,” “depends,” “expect,” “purpose,” “foresee,” “forecast,” “job,” “potential,” “intend,” “system,” “estimate,” “concentrate on,” “reveal,” “outlook,” and related expressions of potential intent or the negative of such conditions.

Forward-hunting statements include things like those people statements that relate to our outlook and money situation including, but not confined to, statements relating to:

• Net earnings yields

• Net cruise costs, excluding fuel for every out there lessen berth day

• Booking levels

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark honest values

• Interest, tax and fuel fees

• Liquidity

• Currency trade charges

• Adjusted earnings for every share

Mainly because forward-hunting statements entail dangers and uncertainties, there are quite a few aspects that could induce our true final results, efficiency or achievements to vary materially from those people expressed or implied by our forward-hunting statements. This notice includes critical cautionary statements of the recognized aspects that we take into account could materially impact the precision of our forward-hunting statements and adversely impact our business enterprise, final results of operations and money situation. It is not feasible to forecast or establish all such dangers. There may possibly be further dangers that we take into account immaterial or which are unfamiliar. These aspects include things like, but are not confined to, worldwide money marketplaces and typical financial ailments as very well as the next:

  • COVID-19 has experienced, and will carry on to have, a materially adverse effect on our money situation and operations, which impacts our potential to get hold of suitable funding to fund any resulting shortfalls in money from operations.  The latest, and uncertain potential, effect of the COVID-19 outbreak, including its effect on the potential or drive of men and women to travel (including on cruises), will carry on to effect our final results, operations, outlooks, ideas, goals, expansion, popularity, money flows, liquidity, and inventory price tag
  • Planet activities impacting the potential or drive of men and women to travel may possibly direct to a decline in demand for cruises
  • Incidents regarding our ships, friends or the cruise holiday vacation marketplace as very well as adverse climate ailments and other natural disasters may possibly effect the fulfillment of our friends and crew and direct to reputational problems
  • Changes in and non-compliance with regulations and polices under which we operate, such as those people relating to wellness, surroundings, security and security, facts privateness and defense, anti-corruption, financial sanctions, trade defense and tax may possibly direct to litigation, enforcement actions, fines, penalties, and reputational problems
  • Breaches in facts security and lapses in facts privateness as very well as disruptions and other damages to our principal workplaces, info technological know-how operations and system networks and failure to hold speed with developments in technological know-how may possibly adversely effect our business enterprise operations, the fulfillment of our friends and crew and direct to reputational problems
  • Skill to recruit, build and retain capable shipboard personnel who stay absent from dwelling for extended durations of time may possibly adversely effect our business enterprise operations, guest solutions and fulfillment
  • Will increase in fuel rates, variations in the sorts of fuel eaten and availability of fuel source may possibly adversely effect our scheduled itineraries and costs
  • Fluctuations in overseas forex trade charges may possibly adversely effect our money final results
  • Overcapacity and competition in the cruise and land-based mostly holiday vacation marketplace may possibly direct to a decline in our cruise product sales, pricing and desired destination possibilities
  • Geographic regions in which we attempt to broaden our business enterprise may possibly be gradual to build or ultimately not build how we expect
  • Inability to carry out our shipbuilding applications and ship repairs, servicing and refurbishments may possibly adversely effect our business enterprise operations and the fulfillment of our friends

The ordering of the danger aspects established forth above is not supposed to mirror our indicator of priority or chance.

Forward-hunting statements should really not be relied on as a prediction of true final results. Subject to any continuing obligations under relevant law or any appropriate inventory trade policies, we expressly disclaim any obligation to disseminate, just after the date of this doc, any updates or revisions to any such forward-hunting statements to mirror any change in anticipations or activities, ailments or circumstances on which any such 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