Carnival Corporation & plc Announces an Equity Offering and Repurchase of Convertible Notes

MIAMI, Aug. five, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), a person of the world’s most significant leisure vacation organizations, today introduced that Carnival Company (the “Company”) priced a registered immediate offering (the “Giving”) of an aggregate of ninety nine,185,968 shares (the “Shares”) of its frequent inventory at a cost of $14.02 for every share to a minimal selection of holders (the “Holders”) of its five.seventy five% Convertible Senior Notes owing 2023 (the “Convertible Notes”). The Company intends to use the proceeds from the Giving to repurchase from these types of Holders an aggregate of $885,589,000 principal total of its Convertible Notes (the “Take note Repurchases,” and collectively with the Giving, the “Transactions”) in privately negotiated transactions.

On a net foundation, the Company will not acquire any proceeds from the Transactions and will pay out customary costs and bills in link therewith. Thus, the Transactions will not have a material effects on the Corporation’s dollars place. Subsequent the Take note Repurchases, an aggregate of $1,126,911,000 principal total of the Corporation’s Convertible Notes will continue to be excellent.

The Giving is envisioned to shut on August seven, 2020 (other than with regard to five.five million Shares which is envisioned to shut on August 10, 2020), matter to customary closing problems. The Take note Repurchases are envisioned to shut promptly pursuing the closing of the Giving (other than with regard to $forty nine.3 million aggregate principal total of the Take note Repurchases which is envisioned to shut on August 10, 2020), matter to customary closing problems.

Goldman Sachs & Co. LLC is performing as the exclusive placement agent for the Giving. PJT Partners LP is serving as impartial economical advisor to the Company for the Giving. A shelf registration assertion relating to the Shares was beforehand submitted with the U.S. Securities and Trade Fee (“SEC“) and is efficient. The Giving was manufactured only by means of a prospectus dietary supplement and an accompanying base prospectus. A preliminary prospectus dietary supplement and accompanying base prospectus relating to the Giving have been submitted, and a ultimate prospectus dietary supplement will be submitted with the SEC and will be readily available on the SEC’s internet site at www.sec.gov. Copies of the preliminary prospectus dietary supplement and accompanying base prospectus relating to the Giving may be received from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Road, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] mail.gs.com.

This push launch does not constitute an present to promote or a solicitation of an present to invest in shares of frequent inventory or any other securities and shall not constitute an present, solicitation or sale in any jurisdiction in which these types of an present, solicitation or sale would be illegal prior to the registration and qualification beneath the securities legal guidelines of these types of state or jurisdiction.

About Carnival Company & plc

Carnival Company & plc is a person of the world’s most significant leisure vacation organizations with a portfolio of nine of the world’s leading cruise lines. 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 (British isles) and Cunard.

Cautionary Take note Relating to Elements That Could Have an effect on Foreseeable future Outcomes

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this push launch, as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “ahead-on the lookout statements” that include dangers, uncertainties and assumptions with regard to us, together with some statements concerning the funding transactions explained herein, foreseeable future success, functions, outlooks, ideas, plans, standing, dollars flows, liquidity and other occasions which have not nevertheless transpired. These statements are supposed to qualify for the protected harbors from liability supplied 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 historical specifics are statements that could be considered ahead-on the lookout. These statements are based mostly on latest expectations, estimates, forecasts and projections about our business and the field in which we run and the beliefs and assumptions of our administration. We have experimented with, any time possible, to discover these statements by using text like “will,” “may,” “could,” “should really,” “would,” “feel,” “is dependent,” “be expecting,” “purpose,” “foresee,” “forecast,” “task,” “foreseeable future,” “intend,” “prepare,” “estimate,” “focus on,” “suggest,” “outlook,” and similar expressions of foreseeable future intent or the negative of these types of terms.

Forward-on the lookout statements involve those statements that relate to our outlook and economical place together with, but not minimal to, statements with regards to:

• Net earnings yields

• Net cruise expenditures, excluding gas for every readily available reduce berth working day

• Booking ranges

• Estimates of ship depreciable life and residual values

• Pricing and occupancy

Goodwill, ship and trademark honest values

• Curiosity, tax and gas bills

• Liquidity

• Forex trade fees

• Modified earnings for every share

• Impression of the COVID-19 coronavirus global pandemic on our economical condition and success of functions

Simply because ahead-on the lookout statements include dangers and uncertainties, there are numerous components that could induce our real success, efficiency or achievements to differ materially from those expressed or implied by our ahead-on the lookout statements. This observe contains important cautionary statements of the known components that we think about could materially have an affect on the precision of our ahead-on the lookout statements and adversely have an affect on our business, success of functions and economical place. In addition, numerous of these dangers and uncertainties are at present amplified by and will keep on to be amplified by, or in the foreseeable future may be amplified by, the COVID-19 outbreak. It is not possible to forecast or discover all these types of dangers. There may be additional dangers that we think about immaterial or which are unidentified. These components involve, but are not minimal to, the pursuing:

  • COVID-19 has experienced, and is envisioned to keep on to have, a considerable effects on our economical condition and functions, which impacts our skill to acquire suitable funding to fund ensuing reductions in dollars from functions. The latest, and unsure foreseeable future, effects of the COVID-19 outbreak, together with its impact on the skill or desire of persons to vacation (together with on cruises), is envisioned to keep on to effects our success, functions, outlooks, ideas, plans, advancement, standing, litigation, dollars flows, liquidity, and inventory cost
  • As a final result of the COVID-19 outbreak, we have paused our guest cruise functions, and if we are unable to re-begin normal functions in the close to-time period, we may be out of compliance with a maintenance covenant in particular of our personal debt services as of Could 31, 2021
  • Globe occasions impacting the skill or desire of persons to vacation may lead to a decline in demand from customers for cruises
  • Incidents concerning our ships, friends or the cruise holiday field as perfectly as adverse climate problems and other pure disasters may effects the pleasure of our friends and crew and lead to reputational problems
  • Variations in and non-compliance with legal guidelines and laws beneath which we run, these types of as those relating to well being, environment, security and stability, information privacy and defense, anti-corruption, economic sanctions, trade defense and tax may lead to litigation, enforcement steps, fines, penalties, and reputational problems
  • Breaches in information stability and lapses in information privacy as perfectly as disruptions and other damages to our principal places of work, facts technology functions and procedure networks and failure to maintain pace with developments in technology may adversely effects our business functions, the pleasure of our friends and crew and lead to reputational problems
  • Capacity to recruit, establish and retain skilled shipboard personnel who live absent from residence for extended durations of time may adversely effects our business functions, guest expert services and pleasure
  • Will increase in gas costs, modifications in the kinds of gas consumed and availability of gas source may adversely effects our scheduled itineraries and expenditures
  • Fluctuations in international forex trade fees may adversely effects our economical success
  • Overcapacity and opposition in the cruise and land-based mostly holiday field may lead to a decline in our cruise sales, pricing and spot possibilities
  • Geographic locations in which we test to develop our business may be sluggish to establish or eventually not establish how we be expecting
  • Inability to implement our shipbuilding courses and ship repairs, maintenance and refurbishments may adversely effects our business functions and the pleasure of our friends

The purchasing of the risk components established forth above is not supposed to mirror our indicator of priority or likelihood.

Forward-on the lookout statements should really not be relied on as a prediction of real success. Issue to any continuing obligations beneath applicable law or any appropriate inventory trade policies, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any these types of ahead-on the lookout statements to mirror any alter in expectations or occasions, problems or situation on which any these types of statements are based mostly.

View initial written content:http://www.prnewswire.com/news-releases/carnival-company–plc-announces-an-equity-offering-and-repurchase-of-convertible-notes-301107263.html

Supply Carnival Company & plc

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

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