Carnival Corporation & plc Announces Pricing of $900 Million Second-Priority Senior Secured Notes due 2027

MIAMI, Aug. fourteen, 2020 /PRNewswire/ — Carnival Company & plc (NYSE/LSE: CCL NYSE: CUK) (the “Corporation”), one particular of the world’s greatest leisure journey firms, today introduced that Carnival Company (the “Company”) has priced the private supplying of $900 million mixture principal total of nine.875% 2nd-precedence senior secured notes thanks 2027 of the Company (the “Notes”). The supplying of the Notes is anticipated to close on August eighteen, 2020, matter to customary closing circumstances.

The Notes will pay out desire semi-annually on February 1 and August 1 of each and every 12 months, beginning on February 1, 2021, at a price of nine.875% per 12 months. The Notes will mature on August 1, 2027. 

The Notes will be entirely and unconditionally certain, jointly and severally, by Carnival plc and certain of the Corporation’s and Carnival plc’s subsidiaries that individual or run the Company’s vessels and substance mental residence. On top of that, the Notes and the related assures will be secured by a 2nd-precedence lien on the collateral, which includes, without having limitation, pledges on the cash inventory of each and every subsidiary guarantor, mortgages on a significant greater part of the vessels and related vessel collateral, substance mental residence and pledges in excess of other vessel-related belongings which include stock, trade receivables, pc software program and casino gear.

The Company expects to use the net proceeds from the supplying of the Notes for normal corporate functions.

The Notes are currently being supplied only to folks fairly believed to be capable institutional customers in reliance on Rule 144A under the Securities Act, and exterior the United States, only to non-U.S. buyers pursuant to Regulation S.

The Notes will not be registered under the Securities Act or any point out securities guidelines and might not be supplied or offered in the United States absent registration or an applicable exemption from the registration specifications of the Securities Act and applicable point out guidelines.

This press launch shall not represent an supply to offer or a solicitation of an supply to acquire the Notes or any other securities and shall not represent an supply, solicitation or sale in any jurisdiction in which these types of supply, solicitation or sale would be unlawful. PJT Companions LP served as unbiased financial advisor to the Corporation for the supplying.

About Carnival Company & plc

Carnival Company & plc is one particular of the world’s greatest leisure journey firms with a portfolio of nine of the world’s leading cruise strains. With functions in North The usa, Australia, Europe and Asia, its portfolio attributes 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 Take note Relating to Things That May perhaps Have an effect on Potential Effects

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press launch, as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “ahead-searching statements” that contain hazards, uncertainties and assumptions with regard to us, which include some statements concerning the financing transactions explained herein, upcoming effects, functions, outlooks, plans, targets, standing, dollars flows, liquidity and other events which have not yet transpired. These statements are intended to qualify for the harmless harbors from liability delivered by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Exchange Act of 1934. All statements other than statements of historical specifics are statements that could be deemed ahead-searching. These statements are based mostly on existing anticipations, estimates, forecasts and projections about our business and the field in which we run and the beliefs and assumptions of our administration. We have tried, every time possible, to recognize these statements by applying words and phrases like “will,” “might,” “could,” “should,” “would,” “consider,” “relies upon,” “assume,” “purpose,” “foresee,” “forecast,” “job,” “upcoming,” “intend,” “strategy,” “estimate,” “focus on,” “indicate,” “outlook,” and similar expressions of upcoming intent or the unfavorable of these types of conditions.

Ahead-searching statements incorporate people statements that relate to our outlook and financial position which include, but not confined to, statements with regards to:

• Web income yields
• Scheduling ranges
• Pricing and occupancy
• Fascination, tax and fuel fees
• Forex exchange premiums
• Web cruise fees, excluding fuel per obtainable lessen berth day
• Estimates of ship depreciable lives and residual values
• Goodwill, ship and trademark truthful values
• Liquidity
• Altered earnings per share
• Influence of the COVID-19 coronavirus world-wide pandemic on our financial issue and effects of functions

Since ahead-searching statements contain hazards and uncertainties, there are lots of elements that could induce our real effects, performance or achievements to differ materially from people expressed or implied by our ahead-searching statements. This be aware is made up of critical cautionary statements of the acknowledged elements that we consider could materially impact the precision of our ahead-searching statements and adversely impact our business, effects of functions and financial position. On top of that, lots of of these hazards and uncertainties are currently amplified by and will continue on to be amplified by, or in the upcoming might be amplified by, the COVID-19 outbreak. It is not possible to forecast or recognize all these types of hazards. There might be added hazards that we consider immaterial or which are unidentified.

These elements incorporate, but are not confined to, the pursuing:

• COVID-19 has experienced, and is anticipated to continue on to have, a substantial influence on our financial issue and functions, which impacts our ability to get hold of acceptable financing to fund resulting reductions in dollars from functions. The existing, and unsure upcoming, influence of the COVID-19 outbreak, which include its result on the ability or drive of people today to journey (which include on cruises), is anticipated to continue on to influence our effects, functions, outlooks, plans, targets, progress, standing, litigation, dollars flows, liquidity, and inventory value
• As a final result of the COVID-19 outbreak, we have paused our visitor cruise functions, and if we are unable to re-begin regular functions in the close to-expression, we might be out of compliance with a upkeep covenant in certain of our debt facilities as of May perhaps 31, 2021
• World events impacting the ability or drive of people today to journey might direct to a decrease in need for cruises
• Incidents concerning our ships, attendees or the cruise holiday vacation field as properly as adverse climate circumstances and other purely natural disasters might influence the gratification of our attendees and crew and direct to reputational injury
• Modifications in and non-compliance with guidelines and restrictions under which we run, these types of as people relating to health and fitness, surroundings, basic safety and security, facts privacy and protection, anti-corruption, economic sanctions, trade protection and tax might direct to litigation, enforcement actions, fines, penalties, and reputational injury
• Breaches in facts security and lapses in facts privacy as properly as disruptions and other damages to our principal offices, data technology functions and procedure networks and failure to keep rate with developments in technology might adversely influence our business functions, the gratification of our attendees and crew and direct to reputational injury
• Means to recruit, acquire and retain capable shipboard personnel who dwell absent from property for prolonged periods of time might adversely influence our business functions, visitor providers and gratification
• Will increase in fuel charges, changes in the kinds of fuel consumed and availability of fuel source might adversely influence our scheduled itineraries and fees
• Fluctuations in overseas forex exchange premiums might adversely influence our financial effects
• Overcapacity and level of competition in the cruise and land-based mostly holiday vacation field might direct to a decrease in our cruise gross sales, pricing and destination options
• Geographic locations in which we try to expand our business might be sluggish to acquire or in the long run not acquire how we assume
• Lack of ability to implement our shipbuilding courses and ship repairs, upkeep and refurbishments might adversely influence our business functions and the gratification of our attendees

The ordering of the risk elements set forth above is not intended to mirror our indicator of precedence or chance.

Ahead-searching statements should not be relied on as a prediction of real effects. Matter to any continuing obligations under applicable legislation or any appropriate inventory exchange principles, we expressly disclaim any obligation to disseminate, just after the day of this document, any updates or revisions to any these types of ahead-searching statements to mirror any change in anticipations or events, circumstances or instances on which any these types of statements are based mostly.

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Resource Carnival Company & plc

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