Carnival Corporation & plc Announces Pricing of 62,500,000 Shares of Common Stock

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s largest leisure

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s largest leisure travel company, right now introduced that Carnival Corporation (the “Corporation”) has priced its underwritten general public supplying of 62,five hundred,000 shares of common inventory of the Corporation at a price tag of $eight.00 per share. The mixture quantity of shares of common inventory to be issued in the supplying was lowered to about $five hundred million from the earlier introduced $1.twenty five billion. The supplying is expected to close on April six, 2020, subject matter to customary closing conditions. The Corporation has granted the underwriters an possibility to purchase up to 9,375,000 of additional shares, which possibility need to be exercised on or just before May 1, 2020. The Corporation expects to use the web proceeds from the supplying for basic corporate reasons.

The Corporation also introduced by individual press release that it has priced its earlier introduced non-public offerings to qualified purchasers of $four billion mixture principal quantity of 11.five hundred% to start with-priority senior secured notes owing 2023 and $1.seventy five billion mixture principal quantity of 5.seventy five% senior convertible notes owing 2023. The mixture principal quantity of the senior secured notes to be issued was improved to $four billion from the earlier introduced $three billion. The web proceeds from the supplying of senior secured notes will be deposited into a segregated escrow account, pending the releases in accordance with specific collateral perfection thresholds. The Corporation has granted the original purchasers of the convertible notes an possibility to purchase on or just before April eighteen, 2020, up to an additional $262.5 million mixture principal quantity of convertible notes. Absolutely nothing contained herein shall represent an give to market or the solicitation of an give to invest in the senior secured notes or the convertible notes. The supplying of convertible notes is expected to close on April six, 2020, subject matter to customary closing conditions, and the supplying of senior secured notes is expected to close on April eight, 2020, subject matter to customary closing conditions. None of the closings of the offerings of shares of common inventory, senior secured notes or convertible notes is conditioned on the closing of any of the other offerings or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan, are performing as joint book-operating administrators for the supplying. A shelf registration statement relating to these securities has been submitted with the U.S. Securities and Trade Commission (“SEC“) and has grow to be successful. The supplying could be manufactured only by means of a prospectus dietary supplement and an accompanying foundation prospectus. A preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the supplying have been submitted, and a ultimate prospectus dietary supplement will be submitted, with the SEC and will be available on the SEC’s web-site at www.sec.gov. Copies of the preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the supplying could be received from (1) BofA Securities, Inc., Attn: Prospectus Division, NC1-004-03-43, two hundred North Faculty Street, 3rd flooring, Charlotte NC  28255-0001, email: [email protected], (2) Goldman Sachs & Co. LLC, Prospectus Division, two hundred West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]) and (three) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Prolonged Island Avenue, Edgewood, New York 11717, or by means of telephone: 1-866-803-9204.

This press release does not represent an give to market or a solicitation of an give to invest in shares of common inventory and shall not represent an give, solicitation or sale in any jurisdiction in which such an give, solicitation or sale would be illegal prior to the registration and qualification underneath the securities rules of such state or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s largest leisure travel company with a portfolio of 9 of the world’s primary 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 (United kingdom) and Cunard.

Cautionary Observe About Factors That May Influence Long term Benefits

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-wanting statements” that entail pitfalls, uncertainties and assumptions with regard to us, together with some statements relating to the financing transactions explained herein, upcoming benefits, outlooks, designs, aims and other situations which have not still happened. These statements are meant to qualify for the safe and sound harbors from liability delivered by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Trade Act of 1934. All statements other than statements of historic specifics are statements that could be deemed ahead-wanting. These statements are based mostly on existing expectations, estimates, forecasts and projections about our enterprise and the industry in which we function and the beliefs and assumptions of our administration. We have attempted, any time probable, to discover these statements by working with text like “will,” “could,” “could,” “need to,” “would,” “feel,” “relies upon,” “be expecting,” “goal,” “anticipate,” “forecast,” “task,” “upcoming,” “intend,” “approach,” “estimate,” “concentrate on,” “reveal,” “outlook,” and related expressions of upcoming intent or the negative of such terms.

Forward-wanting statements consist of those people statements that relate to our outlook and money situation together with, but not constrained to, statements pertaining to:

• Net profits yields

• Net cruise costs, excluding gasoline per available decrease berth working day

• Booking concentrations

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark fair values

• Interest, tax and gasoline fees

• Liquidity

• Currency trade fees

• Adjusted earnings per share

Because ahead-wanting statements entail pitfalls and uncertainties, there are lots of aspects that could result in our real benefits, overall performance or achievements to differ materially from those people expressed or implied by our ahead-wanting statements. This be aware incorporates vital cautionary statements of the regarded aspects that we think about could materially have an effect on the accuracy of our ahead-wanting statements and adversely have an effect on our enterprise, benefits of operations and money situation. It is not probable to predict or discover all such pitfalls. There could be additional pitfalls that we think about immaterial or which are unfamiliar. These aspects consist of, but are not constrained to, worldwide money marketplaces and basic financial conditions as effectively as the subsequent:

  • COVID-19 has had, and will go on to have, a materially adverse impression on our money problem and operations, which impacts our potential to receive suitable financing to fund any resulting shortfalls in money from operations. The existing, and unsure upcoming, impression of the COVID-19 outbreak, together with its impact on the potential or want of people to travel (together with on cruises), will go on to impression our benefits, operations, outlooks, designs, aims, development, reputation, money flows, liquidity, and inventory price tag
  • Entire world situations impacting the potential or want of people to travel could lead to a decrease in demand for cruises
  • Incidents relating to our ships, company or the cruise family vacation industry as effectively as adverse temperature conditions and other purely natural disasters could impression the pleasure of our company and crew and lead to reputational harm
  • Modifications in and non-compliance with rules and laws underneath which we function, such as those people relating to overall health, setting, basic safety and security, info privacy and security, anti-corruption, financial sanctions, trade security and tax could lead to litigation, enforcement actions, fines, penalties, and reputational harm
  • Breaches in info security and lapses in info privacy as effectively as disruptions and other damages to our principal workplaces, details know-how operations and technique networks and failure to maintain rate with developments in know-how could adversely impression our enterprise operations, the pleasure of our company and crew and lead to reputational harm
  • Potential to recruit, develop and keep certified shipboard personnel who reside away from dwelling for extended periods of time could adversely impression our enterprise operations, guest products and services and pleasure
  • Will increase in gasoline prices, improvements in the forms of gasoline consumed and availability of gasoline provide could adversely impression our scheduled itineraries and costs
  • Fluctuations in international currency trade fees could adversely impression our money benefits
  • Overcapacity and competition in the cruise and land-based mostly family vacation industry could lead to a decrease in our cruise sales, pricing and place solutions
  • Geographic locations in which we check out to increase our enterprise could be sluggish to develop or in the long run not develop how we be expecting
  • Lack of ability to carry out our shipbuilding programs and ship repairs, servicing and refurbishments could adversely impression our enterprise operations and the pleasure of our company

The ordering of the possibility aspects established forth higher than is not meant to replicate our indicator of priority or chance.

Forward-wanting statements need to not be relied on as a prediction of real benefits. Matter to any continuing obligations underneath relevant law or any relevant inventory trade principles, we expressly disclaim any obligation to disseminate, just after the date of this doc, any updates or revisions to any such ahead-wanting statements to replicate any adjust in expectations or situations, conditions or situation on which any such statements are based mostly.

 

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Supply Carnival Corporation & plc

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