Carnival Corporation & plc Announces Upsizing and Pricing of 11.500% First-Priority Senior Secured Notes due 2023 and Pricing of 5.75% Senior Convertible Notes due 2023

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

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Company”) the world’s major leisure journey business, right now declared that Carnival Corporation (the “Corporation”) has priced the non-public choices of $four billion mixture principal sum of eleven.five hundred% initial-priority senior secured notes due 2023 (the “Secured Notes”) of the Corporation and $1.75 billion mixture principal sum of five.75% senior convertible notes due 2023 of the Corporation (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The mixture principal sum of Secured Notes to be issued was amplified to $four billion from the earlier declared $3 billion. The Corporation has granted the initial purchasers of the Convertible Notes an possibility to invest in on or in advance of April eighteen, 2020, up to an additional $262.five million mixture principal sum of Convertible Notes.

The Secured Notes will shell out fascination semi-per year on April 1 and Oct 1 of each and every calendar year, beginning on Oct 1, 2020, at a price of eleven.five hundred% per calendar year. The Secured Notes will experienced on April 1, 2023. The Convertible Notes will shell out fascination semi-per year on April 1 and Oct 1 of each and every calendar year, beginning on Oct 1, 2020, at a price of five.75% per calendar year. The Convertible Notes will experienced on April 1, 2023, until earlier transformed, redeemed or repurchased.

The initial conversion price per $1,000 principal sum of Convertible Notes is equal to 100.0000 shares of prevalent stock of the Corporation, which is equal to a conversion price tag of about $ten.00 per share, matter to adjustment in specific circumstances. The initial conversion price tag signifies a premium of about twenty five% to the general public offering price tag in the Corporation’s concurrent prevalent stock offering.

Every single series of Notes will be thoroughly and unconditionally certain, jointly and severally, by Carnival plc and specific of the Corporation’s and Carnival plc’s subsidiaries that individual or run the Company’s vessels and material mental property. Also, the Secured Notes and the relevant assures will be secured by a initial-priority lien on the collateral, which incorporates, without having limitation, pledges on the cash stock of each and every subsidiary guarantor, home loans on a significant bulk of the vessels and relevant vessel collateral, material mental property and pledges more than other vessel-relevant assets together with stock, trade receivables, pc software program and on line casino products.

The Convertible Notes will be convertible at the holder’s possibility in specific circumstances. Upon conversion, the Corporation will fulfill its conversion obligation by paying or providing, at its election, as relevant, income, shares of its prevalent stock or a mixture of income and shares of its prevalent stock.

The Corporation expects to use the net proceeds from the choices of the Notes for normal corporate needs. The net proceeds from the offering of Secured Notes will be deposited into a segregated escrow account, pending the releases in accordance with specific collateral perfection thresholds.

The Company also declared right now by different push launch that the Corporation has priced the earlier declared registered general public offering of 62,five hundred,000 shares of prevalent stock of the Corporation at a price tag of $eight.00 per share. The mixture sum of shares of prevalent stock to be issued in the concurrent prevalent stock offering was reduced to about $five hundred million from the earlier declared $1.twenty five billion. The Corporation has granted the underwriters an possibility to invest in up to 9,375,000 of additional shares of prevalent stock, which possibility must be exercised on or in advance of May possibly 1, 2020. Very little contained herein shall constitute an present to provide or the solicitation of an present to purchase the prevalent stock. The choices of shares of prevalent stock and Convertible Notes are expected to settle on April six, 2020, matter to customary closing conditions. The offering of Secured Notes is expected to settle on April eight, 2020, matter to customary closing conditions. None of the closings of the choices of shares of prevalent stock, Secured Notes or Convertible Notes is conditioned upon the closing of any of the other choices or vice versa.

The Secured Notes are becoming provided only to folks fairly believed to be competent institutional potential buyers in reliance on Rule 144A underneath the Securities Act, and outdoors the United States, only to non-U.S. buyers pursuant to Regulation S. The Convertible Notes are becoming provided only to folks fairly believed to be competent institutional potential buyers in reliance on Rule 144A underneath the Securities Act.  The Secured Notes, the Convertible Notes and the shares of prevalent stock issuable upon conversion of the Convertible Notes, if any, will not be registered underneath the Securities Act or any state securities guidelines and might not be provided or bought in the United States absent registration or an relevant exemption from the registration demands of the Securities Act and relevant state guidelines.

This push launch shall not constitute an present to provide or a solicitation of an present to purchase the Notes or any other securities and shall not constitute an present, solicitation or sale in any jurisdiction in which this sort of present, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s major leisure journey business with a portfolio of 9 of the world’s major cruise strains. With operations in North The united states, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland The united states Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (Uk) and Cunard.

Cautionary Be aware Concerning Variables That May possibly Affect Future Success

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this push 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 involve pitfalls, uncertainties and assumptions with regard to us, together with some statements regarding the financing transactions described herein, long run outcomes, outlooks, plans, aims and other gatherings which have not nevertheless happened. These statements are intended to qualify for the risk-free harbors from legal responsibility furnished 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 historical information are statements that could be considered forward-seeking. These statements are based mostly on recent expectations, estimates, forecasts and projections about our business and the sector in which we run and the beliefs and assumptions of our administration. We have tried using, each time possible, to establish these statements by utilizing phrases like “will,” “might,” “could,” “must,” “would,” “think,” “is dependent,” “hope,” “goal,” “anticipate,” “forecast,” “undertaking,” “long run,” “intend,” “prepare,” “estimate,” “target,” “point out,” “outlook,” and comparable expressions of long run intent or the damaging of this sort of conditions.

Forward-seeking statements include things like those statements that relate to our outlook and money posture together with, but not restricted to, statements with regards to:

   

• Net profits yields

• Net cruise prices, excluding gas per offered lessen berth working day

• Booking concentrations

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark reasonable values

• Interest, tax and gas expenditures

• Liquidity

• Currency exchange costs

• Adjusted earnings per share

Simply because forward-seeking statements involve pitfalls and uncertainties, there are quite a few elements that could result in our genuine outcomes, overall performance or achievements to vary materially from those expressed or implied by our forward-seeking statements. This observe contains essential cautionary statements of the known elements that we contemplate could materially have an effect on the precision of our forward-seeking statements and adversely have an effect on our business, outcomes of operations and money posture. It is not possible to forecast or establish all this sort of pitfalls. There might be additional pitfalls that we contemplate immaterial or which are unknown. These elements include things like, but are not restricted to, global money marketplaces and normal financial conditions as properly as the subsequent:

  • COVID-19 has experienced, and will carry on to have, a materially adverse affect on our money problem and operations, which impacts our means to attain acceptable financing to fund any ensuing shortfalls in income from operations. The recent, and unsure long run, affect of the COVID-19 outbreak, together with its influence on the means or motivation of persons to journey (together with on cruises), will carry on to affect our outcomes, operations, outlooks, plans, aims, progress, track record, income flows, liquidity, and stock price tag
  • Environment gatherings impacting the means or motivation of persons to journey might lead to a drop in need for cruises
  • Incidents regarding our ships, friends or the cruise vacation sector as properly as adverse temperature conditions and other natural disasters might affect the fulfillment of our friends and crew and lead to reputational problems
  • Improvements in and non-compliance with guidelines and rules underneath which we run, this sort of as those relating to wellbeing, natural environment, protection and security, information privacy and security, anti-corruption, financial sanctions, trade security and tax might lead to litigation, enforcement actions, fines, penalties, and reputational problems
  • Breaches in information security and lapses in information privacy as properly as disruptions and other damages to our principal places of work, info technologies operations and program networks and failure to retain rate with developments in technologies might adversely affect our business operations, the fulfillment of our friends and crew and lead to reputational problems
  • Ability to recruit, build and keep competent shipboard personnel who live absent from residence for extended durations of time might adversely affect our business operations, visitor services and fulfillment
  • Will increase in gas prices, alterations in the kinds of gas consumed and availability of gas supply might adversely affect our scheduled itineraries and prices
  • Fluctuations in international forex exchange costs might adversely affect our money outcomes
  • Overcapacity and levels of competition in the cruise and land-based mostly vacation sector might lead to a drop in our cruise product sales, pricing and spot solutions
  • Geographic areas in which we try out to expand our business might be slow to build or finally not build how we hope
  • Incapability to apply our shipbuilding systems and ship repairs, upkeep and refurbishments might adversely affect our business operations and the fulfillment of our friends

The purchasing of the hazard elements established forth over is not intended to mirror our indicator of priority or probability.

Forward-seeking statements must not be relied upon as a prediction of genuine outcomes. Subject to any continuing obligations underneath relevant law or any relevant stock exchange policies, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any this sort of forward-seeking statements to mirror any transform in expectations or gatherings, conditions or circumstances on which any this sort of statements are based mostly.

Cision Check out authentic articles:http://www.prnewswire.com/information-releases/carnival-corporation–plc-announces-upsizing-and-pricing-of-eleven-five hundred-initial-priority-senior-secured-notes-due-2023-and-pricing-of-five-75-senior-convertible-notes-due-2023–301033850.html

Resource Carnival Corporation & plc

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