02/06/2020

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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 “Business”) the world’s...

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Business”) the world’s largest leisure travel firm, right now announced that Carnival Corporation (the “Corporation”) has priced the personal choices of $four billion mixture principal amount of eleven.500% 1st-precedence senior secured notes because of 2023 (the “Secured Notes”) of the Corporation and $1.seventy five billion mixture principal amount of 5.seventy five% senior convertible notes because of 2023 of the Corporation (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The mixture principal amount of Secured Notes to be issued was elevated to $four billion from the beforehand announced $three billion. The Corporation has granted the initial purchasers of the Convertible Notes an option to buy on or just before April eighteen, 2020, up to an supplemental $262.5 million mixture principal amount of Convertible Notes.

The Secured Notes will shell out desire semi-annually on April 1 and October 1 of every yr, commencing on October 1, 2020, at a price of eleven.500% for each yr. The Secured Notes will mature on April 1, 2023. The Convertible Notes will shell out desire semi-annually on April 1 and October 1 of every yr, commencing on October 1, 2020, at a price of 5.seventy five% for each yr. The Convertible Notes will mature on April 1, 2023, unless of course earlier transformed, redeemed or repurchased.

The initial conversion price for each $1,000 principal amount of Convertible Notes is equivalent to a hundred.0000 shares of widespread stock of the Corporation, which is equivalent to a conversion cost of about $ten.00 for each share, subject to adjustment in selected situation. The initial conversion cost signifies a top quality of about 25% to the general public presenting cost in the Corporation’s concurrent widespread stock presenting.

Every series of Notes will be thoroughly and unconditionally assured, jointly and severally, by Carnival plc and selected of the Corporation’s and Carnival plc’s subsidiaries that possess or operate the Firm’s vessels and material mental house. Moreover, the Secured Notes and the connected ensures will be secured by a 1st-precedence lien on the collateral, which incorporates, without having limitation, pledges on the cash stock of every subsidiary guarantor, home loans on a substantial majority of the vessels and connected vessel collateral, material mental house and pledges around other vessel-connected belongings like stock, trade receivables, laptop or computer program and casino equipment.

The Convertible Notes will be convertible at the holder’s option in selected situation. On conversion, the Corporation will satisfy its conversion obligation by spending or offering, at its election, as applicable, hard cash, shares of its widespread stock or a combination of hard cash and shares of its widespread stock.

The Corporation expects to use the net proceeds from the choices of the Notes for general company uses. The net proceeds from the presenting of Secured Notes will be deposited into a segregated escrow account, pending the releases in accordance with selected collateral perfection thresholds.

The Business also announced right now by independent press release that the Corporation has priced the beforehand announced registered general public presenting of 62,500,000 shares of widespread stock of the Corporation at a cost of $8.00 for each share. The mixture amount of shares of widespread stock to be issued in the concurrent widespread stock presenting was diminished to about $500 million from the beforehand announced $1.25 billion. The Corporation has granted the underwriters an option to buy up to nine,375,000 of supplemental shares of widespread stock, which option ought to be exercised on or just before May possibly 1, 2020. Absolutely nothing contained herein shall constitute an offer you to promote or the solicitation of an offer you to purchase the widespread stock. The choices of shares of widespread stock and Convertible Notes are predicted to settle on April six, 2020, subject to customary closing conditions. The presenting of Secured Notes is predicted to settle on April 8, 2020, subject to customary closing conditions. None of the closings of the choices of shares of widespread stock, Secured Notes or Convertible Notes is conditioned upon the closing of any of the other choices or vice versa.

The Secured Notes are getting provided only to people moderately thought to be qualified institutional purchasers in reliance on Rule 144A beneath the Securities Act, and outdoors the United States, only to non-U.S. traders pursuant to Regulation S. The Convertible Notes are getting provided only to people moderately thought to be qualified institutional purchasers in reliance on Rule 144A beneath the Securities Act.  The Secured Notes, the Convertible Notes and the shares of widespread stock issuable upon conversion of the Convertible Notes, if any, will not be registered beneath the Securities Act or any condition securities laws and may perhaps not be provided or sold in the United States absent registration or an applicable exemption from the registration prerequisites of the Securities Act and applicable condition laws.

This press release shall not constitute an offer you to promote or a solicitation of an offer you to purchase the Notes or any other securities and shall not constitute an offer you, solicitation or sale in any jurisdiction in which this kind of offer you, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s largest leisure travel firm with a portfolio of nine of the world’s major cruise traces. With functions 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 Regarding Factors That May possibly Influence Upcoming Effects

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-looking statements” that require challenges, uncertainties and assumptions with respect to us, like some statements regarding the financing transactions described herein, future success, outlooks, plans, goals and other activities which have not however happened. These statements are meant to qualify for the safe harbors from liability presented by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Trade Act of 1934. All statements other than statements of historic specifics are statements that could be deemed ahead-looking. These statements are based mostly on existing anticipations, estimates, forecasts and projections about our business enterprise and the industry in which we operate and the beliefs and assumptions of our management. We have tried using, each time probable, to determine these statements by applying terms like “will,” “may perhaps,” “could,” “must,” “would,” “feel,” “depends,” “hope,” “intention,” “foresee,” “forecast,” “challenge,” “future,” “intend,” “prepare,” “estimate,” “goal,” “reveal,” “outlook,” and comparable expressions of future intent or the negative of this kind of conditions.

Forward-looking statements incorporate all those statements that relate to our outlook and money place like, but not minimal to, statements about:

   

• Net revenue yields

• Net cruise expenditures, excluding fuel for each obtainable decreased berth working day

• Booking stages

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark honest values

• Interest, tax and fuel charges

• Liquidity

• Currency trade fees

• Adjusted earnings for each share

For the reason that ahead-looking statements require challenges and uncertainties, there are many aspects that could result in our true success, effectiveness or achievements to differ materially from all those expressed or implied by our ahead-looking statements. This notice contains crucial cautionary statements of the recognised aspects that we look at could materially have an impact on the precision of our ahead-looking statements and adversely have an impact on our business enterprise, success of functions and money place. It is not probable to forecast or determine all this kind of challenges. There may perhaps be supplemental challenges that we look at immaterial or which are unfamiliar. These aspects incorporate, but are not minimal to, world wide money marketplaces and general economic conditions as well as the next:

  • COVID-19 has had, and will continue to have, a materially adverse influence on our money issue and functions, which impacts our capability to receive appropriate financing to fund any resulting shortfalls in hard cash from functions. The existing, and uncertain future, influence of the COVID-19 outbreak, like its effect on the capability or drive of men and women to travel (like on cruises), will continue to influence our success, functions, outlooks, plans, goals, development, standing, hard cash flows, liquidity, and stock cost
  • Entire world activities impacting the capability or drive of men and women to travel may perhaps guide to a decline in need for cruises
  • Incidents regarding our ships, attendees or the cruise family vacation industry as well as adverse weather conditions and other normal disasters may perhaps influence the gratification of our attendees and crew and guide to reputational destruction
  • Variations in and non-compliance with laws and laws beneath which we operate, this kind of as all those relating to overall health, setting, safety and stability, information privacy and defense, anti-corruption, economic sanctions, trade defense and tax may perhaps guide to litigation, enforcement actions, fines, penalties, and reputational destruction
  • Breaches in information stability and lapses in information privacy as well as disruptions and other damages to our principal places of work, facts technological innovation functions and program networks and failure to retain pace with developments in technological innovation may perhaps adversely influence our business enterprise functions, the gratification of our attendees and crew and guide to reputational destruction
  • Capacity to recruit, acquire and keep qualified shipboard personnel who reside absent from home for prolonged intervals of time may perhaps adversely influence our business enterprise functions, guest solutions and gratification
  • Raises in fuel prices, modifications in the styles of fuel consumed and availability of fuel source may perhaps adversely influence our scheduled itineraries and expenditures
  • Fluctuations in overseas forex trade fees may perhaps adversely influence our money success
  • Overcapacity and competition in the cruise and land-based mostly family vacation industry may perhaps guide to a decline in our cruise revenue, pricing and place alternatives
  • Geographic regions in which we test to increase our business enterprise may perhaps be sluggish to acquire or finally not acquire how we hope
  • Lack of ability to put into practice our shipbuilding applications and ship repairs, upkeep and refurbishments may perhaps adversely influence our business enterprise functions and the gratification of our attendees

The ordering of the danger aspects set forth higher than is not meant to reflect our sign of precedence or chance.

Forward-looking statements must not be relied upon as a prediction of true success. Subject matter to any continuing obligations beneath applicable regulation or any relevant stock trade rules, we expressly disclaim any obligation to disseminate, after the date of this doc, any updates or revisions to any this kind of ahead-looking statements to reflect any modify in anticipations or activities, conditions or situation on which any this kind of statements are based mostly.

Look at original material:http://www.prnewswire.com/information-releases/carnival-corporation–plc-announces-upsizing-and-pricing-of-eleven-500-1st-precedence-senior-secured-notes-because of-2023-and-pricing-of-5-seventy five-senior-convertible-notes-because of-2023–301033850.html

Source Carnival Corporation & plc

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