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 premier leisure

MIAMI, April 1, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), the world’s premier leisure journey firm, right now introduced that Carnival Corporation (the “Corporation”) has priced its underwritten community giving of 62,five hundred,000 shares of prevalent stock of the Corporation at a rate of $8.00 for each share. The aggregate total of shares of prevalent stock to be issued in the giving was lessened to roughly $five hundred million from the beforehand introduced $1.twenty five billion. The giving is expected to near on April six, 2020, matter to customary closing problems. The Corporation has granted the underwriters an alternative to order up to 9,375,000 of further shares, which alternative have to be exercised on or in advance of May possibly 1, 2020. The Corporation expects to use the web proceeds from the giving for standard corporate applications.

The Corporation also introduced by separate press launch that it has priced its beforehand introduced personal choices to qualified purchasers of $4 billion aggregate principal total of 11.five hundred% to start with-precedence senior secured notes owing 2023 and $1.seventy five billion aggregate principal total of five.seventy five% senior convertible notes owing 2023. The aggregate principal total of the senior secured notes to be issued was amplified to $4 billion from the beforehand introduced $3 billion. The web proceeds from the giving 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 initial purchasers of the convertible notes an alternative to order on or in advance of April 18, 2020, up to an further $262.five million aggregate principal total of convertible notes. Practically nothing contained herein shall represent an supply to offer or the solicitation of an supply to obtain the senior secured notes or the convertible notes. The giving of convertible notes is expected to near on April six, 2020, matter to customary closing problems, and the giving of senior secured notes is expected to near on April 8, 2020, matter to customary closing problems. None of the closings of the choices of shares of prevalent stock, senior secured notes or convertible notes is conditioned upon the closing of any of the other choices or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan, are performing as joint reserve-running supervisors for the giving. A shelf registration assertion relating to these securities has been filed with the U.S. Securities and Exchange Commission (“SEC“) and has turn out to be effective. The giving might be designed only by suggests of a prospectus dietary supplement and an accompanying foundation prospectus. A preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the giving have been filed, and a last prospectus dietary supplement will be filed, with the SEC and will be offered on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus dietary supplement and accompanying foundation prospectus relating to the giving might be obtained from (1) BofA Securities, Inc., Attn: Prospectus Division, NC1-004-03-43, 200 North Faculty Road, 3rd floor, Charlotte NC  28255-0001, e mail: dg.prospectus_requests@bofa.com, (2) Goldman Sachs & Co. LLC, Prospectus Division, 200 West Road, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.e mail.gs.com) and (3) J.P. Morgan Securities LLC, c/o Broadridge Money Methods, 1155 Very long Island Avenue, Edgewood, New York 11717, or by using telephone: 1-866-803-9204.

This press launch does not represent an supply to offer or a solicitation of an supply to obtain shares of prevalent stock and shall not represent an supply, solicitation or sale in any jurisdiction in which these kinds of an supply, solicitation or sale would be unlawful prior to the registration and qualification under the securities rules of these kinds of condition or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s premier leisure journey firm with a portfolio of nine of the world’s main 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 (Uk) and Cunard.

Cautionary Note Concerning Components That May possibly Have an effect on Long term Final results

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 doc are “forward-hunting statements” that include hazards, uncertainties and assumptions with regard to us, such as some statements concerning the funding transactions described herein, potential success, outlooks, options, goals and other functions which have not but happened. These statements are supposed to qualify for the protected 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 historic specifics are statements that could be deemed forward-hunting. These statements are centered on present-day anticipations, estimates, forecasts and projections about our business and the market in which we operate and the beliefs and assumptions of our management. We have tried, whenever attainable, to discover these statements by applying terms like “will,” “might,” “could,” “really should,” “would,” “believe,” “depends,” “count on,” “aim,” “anticipate,” “forecast,” “project,” “potential,” “intend,” “approach,” “estimate,” “concentrate on,” “show,” “outlook,” and related expressions of potential intent or the adverse of these kinds of conditions.

Ahead-hunting statements incorporate all those statements that relate to our outlook and monetary situation such as, but not minimal to, statements concerning:

• Net profits yields

• Net cruise charges, excluding fuel for each offered lessen berth day

• Booking stages

• Estimates of ship depreciable life and residual values

• Pricing and occupancy

• Goodwill, ship and trademark reasonable values

• Interest, tax and fuel fees

• Liquidity

• Currency exchange costs

• Adjusted earnings for each share

Due to the fact forward-hunting statements include hazards and uncertainties, there are numerous elements that could cause our actual success, effectiveness or achievements to vary materially from all those expressed or implied by our forward-hunting statements. This take note has vital cautionary statements of the acknowledged elements that we take into consideration could materially have an impact on the accuracy of our forward-hunting statements and adversely have an impact on our business, success of operations and monetary situation. It is not attainable to forecast or discover all these kinds of hazards. There might be further hazards that we take into consideration immaterial or which are unfamiliar. These elements incorporate, but are not minimal to, worldwide monetary marketplaces and standard financial problems as properly as the following:

  • COVID-19 has had, and will continue on to have, a materially adverse affect on our monetary ailment and operations, which impacts our ability to receive suitable funding to fund any resulting shortfalls in hard cash from operations. The present-day, and unsure potential, affect of the COVID-19 outbreak, such as its outcome on the ability or drive of individuals to journey (such as on cruises), will continue on to affect our success, operations, outlooks, options, goals, expansion, standing, hard cash flows, liquidity, and stock rate
  • Environment functions impacting the ability or drive of individuals to journey might guide to a drop in demand from customers for cruises
  • Incidents concerning our ships, friends or the cruise vacation market as properly as adverse temperature problems and other natural disasters might affect the fulfillment of our friends and crew and guide to reputational harm
  • Variations in and non-compliance with rules and laws under which we operate, these kinds of as all those relating to wellness, ecosystem, protection and stability, knowledge privacy and security, anti-corruption, financial sanctions, trade security and tax might guide to litigation, enforcement actions, fines, penalties, and reputational harm
  • Breaches in knowledge stability and lapses in knowledge privacy as properly as disruptions and other damages to our principal workplaces, information and facts technological know-how operations and process networks and failure to maintain rate with developments in technological know-how might adversely affect our business operations, the fulfillment of our friends and crew and guide to reputational harm
  • Ability to recruit, create and keep certified shipboard staff who dwell absent from house for extended periods of time might adversely affect our business operations, guest companies and fulfillment
  • Raises in fuel selling prices, modifications in the varieties of fuel eaten and availability of fuel source might adversely affect our scheduled itineraries and charges
  • Fluctuations in overseas forex exchange costs might adversely affect our monetary success
  • Overcapacity and levels of competition in the cruise and land-centered vacation market might guide to a drop in our cruise income, pricing and place selections
  • Geographic areas in which we test to broaden our business might be slow to create or finally not create how we count on
  • Lack of ability to implement our shipbuilding applications and ship repairs, upkeep and refurbishments might adversely affect our business operations and the fulfillment of our friends

The ordering of the chance elements established forth above is not supposed to mirror our indicator of precedence or chance.

Ahead-hunting statements really should not be relied upon as a prediction of actual success. Matter to any continuing obligations under relevant legislation or any suitable stock exchange principles, we expressly disclaim any obligation to disseminate, following the date of this doc, any updates or revisions to any these kinds of forward-hunting statements to mirror any change in anticipations or functions, problems or conditions on which any these kinds of statements are centered.

 

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Source Carnival Corporation & plc

Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305) 406-7862 Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538