Carnival Corporation & plc Announces Offerings of Senior Secured Notes due 2023 and Senior Convertible Notes due 2023

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Organization”) the world’s biggest

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Organization”) the world’s biggest leisure journey business, currently introduced that Carnival Corporation (the “Corporation”) has commenced private choices of $3 billion mixture principal sum of very first-precedence senior secured notes owing 2023 (the “Secured Notes”) of the Corporation and $1.75 billion mixture principal sum of senior convertible notes owing 2023 of the Corporation (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The Corporation intends to grant the original purchasers of the Convertible Notes an option to purchase, for the duration of a thirteen-working day period beginning on, and such as the very first working day on which the Convertible Notes are issued, up to an more $262.five million mixture principal sum of Convertible Notes.

Just about every collection of Notes will be absolutely and unconditionally assured, jointly and severally, by Carnival plc and selected of the Corporation’s and Carnival plc’s subsidiaries that very own or work the Firm’s vessels and content mental assets. Also, the Secured Notes and the connected assures will be secured by a very first-precedence lien on the collateral, which involves, devoid of limitation, pledges on the money inventory of every single subsidiary guarantor, mortgages on a sizeable the vast majority of the vessels and connected vessel collateral, content mental assets and pledges in excess of other vessel-connected assets such as inventory, personal computer software and casino gear.

The Convertible Notes will be convertible at the holder’s option in selected instances. On conversion, the Corporation will satisfy its conversion obligation by spending or providing, at its election, as relevant, cash, shares of its popular inventory or a mix of cash and shares of its popular inventory.

The Corporation expects to use the net proceeds from the choices of the Notes for typical corporate purposes.

The Organization also introduced currently by different press release that the Corporation has commenced a registered general public featuring of $1.25 billion of shares of its popular inventory (or $1.4375 billion of shares of its popular inventory if the underwriters in this kind of featuring training in entire their option to purchase more shares of popular inventory). Nothing at all contained herein shall constitute an supply to sell or the solicitation of an supply to invest in the popular inventory. None of the closings of the choices of shares of popular inventory, Secured Notes or Convertible Notes is conditioned upon the closing of any of the other choices or vice versa.

The Secured Notes are getting offered only to persons moderately believed to be capable institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. traders pursuant to Regulation S. The Convertible Notes are getting offered only to persons moderately believed to be capable institutional buyers in reliance on Rule 144A under the Securities Act.  The Secured Notes, the Convertible Notes and the shares of popular inventory issuable upon conversion of the Convertible Notes, if any, will not be registered under the Securities Act or any point out securities rules and may not be offered or marketed in the United States absent registration or an relevant exemption from the registration specifications of the Securities Act and relevant point out rules.

This press release shall not constitute an supply to sell or a solicitation of an supply to invest in the Notes or any other securities and shall not constitute an supply, solicitation or sale in any jurisdiction in which this kind of supply, solicitation or sale would be unlawful. This press release is getting issued pursuant to and in accordance with Rule 135c under the Securities Act.

About Carnival Corporation & plc

Carnival Corporation & plc is the world’s biggest leisure journey business with a portfolio of 9 of the world’s main cruise strains. With functions 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 Take note Concerning Aspects That May possibly Impact Long run Final results

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 document are “forward-searching statements” that require challenges, uncertainties and assumptions with regard to us, such as some statements regarding the financing transactions described herein, foreseeable future effects, outlooks, designs, targets and other activities which have not still transpired. These statements are meant to qualify for the risk-free harbors from liability presented by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Trade Act of 1934. All statements other than statements of historic specifics are statements that could be deemed forward-searching. These statements are primarily based on existing expectations, estimates, forecasts and projections about our business and the sector in which we work and the beliefs and assumptions of our management. We have tried out, any time possible, to recognize these statements by applying words like “will,” “may,” “could,” “ought to,” “would,” “imagine,” “depends,” “count on,” “aim,” “anticipate,” “forecast,” “undertaking,” “foreseeable future,” “intend,” “program,” “estimate,” “goal,” “reveal,” “outlook,” and identical expressions of foreseeable future intent or the damaging of this kind of conditions.

Forward-searching statements contain all those statements that relate to our outlook and money position such as, but not restricted to, statements concerning:

• Net earnings yields

• Net cruise charges, excluding gasoline for every available decreased berth working day

• Booking concentrations

• Estimates of ship depreciable lives and residual values

• Pricing and occupancy

• Goodwill, ship and trademark fair values

• Interest, tax and gasoline costs

• Liquidity

• Currency trade premiums

• Adjusted earnings for every share

Mainly because forward-searching statements require challenges and uncertainties, there are quite a few factors that could lead to our actual effects, general performance or achievements to vary materially from all those expressed or implied by our forward-searching statements. This be aware contains vital cautionary statements of the known factors that we consider could materially have an impact on the precision of our forward-searching statements and adversely have an impact on our business, effects of functions and money position. It is not possible to predict or recognize all this kind of challenges. There may be more challenges that we consider immaterial or which are mysterious. These factors contain, but are not restricted to, worldwide money markets and typical financial circumstances as perfectly as the pursuing:

  • COVID-19 has experienced, and will continue to have, a materially adverse impression on our money affliction and functions, which impacts our potential to acquire acceptable financing to fund any ensuing shortfalls in cash from functions.  The existing, and unsure foreseeable future, impression of the COVID-19 outbreak, such as its result on the potential or drive of people today to journey (such as on cruises), will continue to impression our effects, functions, outlooks, designs, targets, advancement, status, cash flows, liquidity, and inventory selling price
  • Environment activities impacting the potential or drive of people today to journey may guide to a drop in desire for cruises
  • Incidents regarding our ships, visitors or the cruise holiday sector as perfectly as adverse weather conditions circumstances and other organic disasters may impression the gratification of our visitors and crew and guide to reputational problems
  • Changes in and non-compliance with rules and restrictions under which we work, this kind of as all those relating to health and fitness, natural environment, safety and safety, information privateness and safety, anti-corruption, financial sanctions, trade safety and tax may guide to litigation, enforcement actions, fines, penalties, and reputational problems
  • Breaches in information safety and lapses in information privateness as perfectly as disruptions and other damages to our principal offices, facts technological innovation functions and method networks and failure to retain tempo with developments in technological innovation may adversely impression our business functions, the gratification of our visitors and crew and guide to reputational problems
  • Potential to recruit, develop and keep capable shipboard staff who reside absent from residence for prolonged durations of time may adversely impression our business functions, visitor products and services and gratification
  • Will increase in gasoline costs, improvements in the forms of gasoline eaten and availability of gasoline provide may adversely impression our scheduled itineraries and charges
  • Fluctuations in overseas currency trade premiums may adversely impression our money effects
  • Overcapacity and competition in the cruise and land-primarily based holiday sector may guide to a drop in our cruise gross sales, pricing and vacation spot selections
  • Geographic regions in which we check out to expand our business may be sluggish to develop or eventually not develop how we count on
  • Incapacity to apply our shipbuilding packages and ship repairs, routine maintenance and refurbishments may adversely impression our business functions and the gratification of our visitors

The buying of the risk factors set forth earlier mentioned is not meant to mirror our sign of precedence or chance.

Forward-searching statements ought to not be relied upon as a prediction of actual effects. Issue to any continuing obligations under relevant legislation or any pertinent inventory trade guidelines, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any this kind of forward-searching statements to mirror any transform in expectations or activities, circumstances or instances on which any this kind of statements are primarily based.

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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