Carnival Corporation & plc Announces Pricing of $900 Million Second-Priority Senior Secured Notes due 2027

MIAMI, Aug. 14, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Enterprise”), a single of the world’s largest leisure vacation corporations, now announced that Carnival Corporation (the “Corporation”) has priced the personal presenting of $900 million aggregate principal total of 9.875{46dd52bca0123ad67b2d1222819e83fd0a56e45ca5068239f05f0c514f1e20f9} 2nd-precedence senior secured notes because of 2027 of the Corporation (the “Notes”). The presenting of the Notes is predicted to near on August 18, 2020, topic to customary closing problems.

The Notes will spend desire semi-per year on February 1 and August 1 of each and every year, beginning on February 1, 2021, at a price of 9.875{46dd52bca0123ad67b2d1222819e83fd0a56e45ca5068239f05f0c514f1e20f9} for every year. The Notes will experienced on August 1, 2027. 

The Notes will be absolutely and unconditionally confirmed, jointly and severally, by Carnival plc and specific of the Corporation’s and Carnival plc’s subsidiaries that have or operate the Firm’s vessels and materials intellectual home. In addition, the Notes and the similar guarantees will be secured by a 2nd-precedence lien on the collateral, which includes, without the need of limitation, pledges on the funds stock of each and every subsidiary guarantor, home loans on a significant the vast majority of the vessels and similar vessel collateral, materials intellectual home and pledges more than other vessel-similar belongings such as inventory, trade receivables, personal computer software and casino products.

The Corporation expects to use the internet proceeds from the presenting of the Notes for normal corporate purposes.

The Notes are currently being presented only to folks reasonably believed to be skilled institutional purchasers in reliance on Rule 144A below the Securities Act, and outside the United States, only to non-U.S. buyers pursuant to Regulation S.

The Notes will not be registered below the Securities Act or any point out securities legal guidelines and could not be presented or sold in the United States absent registration or an relevant exemption from the registration demands of the Securities Act and relevant point out legal guidelines.

This press launch shall not represent an provide to promote or a solicitation of an provide to acquire the Notes or any other securities and shall not represent an provide, solicitation or sale in any jurisdiction in which these types of provide, solicitation or sale would be unlawful. PJT Companions LP served as independent economical advisor to the Enterprise for the presenting.

About Carnival Corporation & plc

Carnival Corporation & plc is a single of the world’s largest leisure vacation corporations with a portfolio of nine of the world’s foremost cruise traces. With operations in North America, Australia, Europe and Asia, its portfolio attributes 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 Be aware About Things That May possibly Have an effect on Long term Success

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press launch, as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “forward-seeking statements” that require threats, uncertainties and assumptions with respect to us, such as some statements relating to the financing transactions described herein, long run final results, operations, outlooks, programs, objectives, name, cash flows, liquidity and other gatherings which have not yet happened. These statements are intended to qualify for the safe harbors from legal responsibility presented by Area 27A of the Securities Act of 1933 and Area 21E of the Securities Exchange Act of 1934. All statements other than statements of historical details are statements that could be deemed forward-seeking. These statements are based mostly on recent anticipations, estimates, forecasts and projections about our organization and the marketplace in which we operate and the beliefs and assumptions of our management. We have tried, when attainable, to identify these statements by using text like “will,” “could,” “could,” “should really,” “would,” “think,” “relies upon,” “count on,” “aim,” “foresee,” “forecast,” “challenge,” “long run,” “intend,” “prepare,” “estimate,” “target,” “indicate,” “outlook,” and identical expressions of long run intent or the unfavorable of these types of terms.

Forward-seeking statements involve all those statements that relate to our outlook and economical situation such as, but not constrained to, statements regarding:

• Internet income yields
• Booking levels
• Pricing and occupancy
• Interest, tax and fuel fees
• Forex trade fees
• Internet cruise costs, excluding fuel for every obtainable reduce berth day
• Estimates of ship depreciable lives and residual values
• Goodwill, ship and trademark reasonable values
• Liquidity
• Altered earnings for every share
• Effect of the COVID-19 coronavirus world wide pandemic on our economical affliction and final results of operations

Mainly because forward-seeking statements require threats and uncertainties, there are many factors that could bring about our actual final results, general performance or achievements to differ materially from all those expressed or implied by our forward-seeking statements. This notice is made up of vital cautionary statements of the acknowledged factors that we take into account could materially have an effect on the accuracy of our forward-seeking statements and adversely have an effect on our organization, final results of operations and economical situation. In addition, many of these threats and uncertainties are at the moment amplified by and will continue to be amplified by, or in the long run could be amplified by, the COVID-19 outbreak. It is not attainable to predict or identify all these types of threats. There could be extra threats that we take into account immaterial or which are not known.

These factors involve, but are not constrained to, the adhering to:

• COVID-19 has had, and is predicted to continue to have, a major effect on our economical affliction and operations, which impacts our capability to obtain appropriate financing to fund ensuing reductions in cash from operations. The recent, and uncertain long run, effect of the COVID-19 outbreak, such as its effect on the capability or wish of people today to vacation (such as on cruises), is predicted to continue to effect our final results, operations, outlooks, programs, objectives, development, name, litigation, cash flows, liquidity, and stock price
• As a result of the COVID-19 outbreak, we have paused our guest cruise operations, and if we are unable to re-begin usual operations in the close to-expression, we could be out of compliance with a upkeep covenant in specific of our debt services as of May possibly 31, 2021
• Environment gatherings impacting the capability or wish of people today to vacation could lead to a drop in demand for cruises
• Incidents relating to our ships, visitors or the cruise trip marketplace as nicely as adverse weather conditions problems and other pure disasters could effect the gratification of our visitors and crew and lead to reputational injury
• Improvements in and non-compliance with legal guidelines and regulations below which we operate, these types of as all those relating to health and fitness, surroundings, protection and protection, facts privateness and safety, anti-corruption, economic sanctions, trade safety and tax could lead to litigation, enforcement actions, fines, penalties, and reputational injury
• Breaches in facts protection and lapses in facts privateness as nicely as disruptions and other damages to our principal places of work, data technology operations and system networks and failure to maintain rate with developments in technology could adversely effect our organization operations, the gratification of our visitors and crew and lead to reputational injury
• Ability to recruit, create and keep skilled shipboard staff who stay absent from home for extended intervals of time could adversely effect our organization operations, guest expert services and gratification
• Increases in fuel charges, improvements in the types of fuel eaten and availability of fuel offer could adversely effect our scheduled itineraries and costs
• Fluctuations in foreign currency trade fees could adversely effect our economical final results
• Overcapacity and competitors in the cruise and land-based mostly trip marketplace could lead to a drop in our cruise profits, pricing and desired destination possibilities
• Geographic regions in which we consider to broaden our organization could be slow to create or eventually not create how we count on
• Lack of ability to apply our shipbuilding applications and ship repairs, upkeep and refurbishments could adversely effect our organization operations and the gratification of our visitors

The buying of the danger factors established forth previously mentioned is not intended to replicate our indication of precedence or likelihood.

Forward-seeking statements should really not be relied on as a prediction of actual final results. Matter to any continuing obligations below relevant legislation or any pertinent stock trade guidelines, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any these types of forward-seeking statements to replicate any improve in anticipations or gatherings, problems or instances on which any these types of 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