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

MIAMI, Aug. 14, 2020 /PRNewswire/ — Carnival Company & plc (NYSE/LSE: CCL; NYSE: CUK) (the “Firm”), one of many world’s largest leisure journey firms, at present introduced that Carnival Company (the “Company”) has priced the non-public providing of $900 million combination principal quantity of 9.875% second-priority senior secured notes due 2027 of the Company (the “Notes”). The providing of the Notes is predicted to shut on August 18, 2020, topic to customary closing circumstances.

The Notes pays curiosity semi-annually on February 1 and August 1 of every yr, starting on February 1, 2021, at a fee of 9.875% per yr. The Notes will mature on August 1, 2027. 

The Notes will likely be absolutely and unconditionally assured, collectively and severally, by Carnival plc and sure of the Company’s and Carnival plc’s subsidiaries that personal or function the Firm’s vessels and materials mental property. Moreover, the Notes and the associated ensures will likely be secured by a second-priority lien on the collateral, which incorporates, with out limitation, pledges on the capital inventory of every subsidiary guarantor, mortgages on a considerable majority of the vessels and associated vessel collateral, materials mental property and pledges over different vessel-related belongings together with stock, commerce receivables, laptop software program and on line casino gear.

The Company expects to make use of the web proceeds from the providing of the Notes for common company functions.

The Notes are being supplied solely to individuals fairly believed to be certified institutional patrons in reliance on Rule 144A beneath the Securities Act, and out of doors the US, solely to non-U.S. traders pursuant to Regulation S.

The Notes won’t be registered beneath the Securities Act or any state securities legal guidelines and might not be supplied or offered in the US absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

This press launch shall not represent a proposal to promote or a solicitation of a proposal to purchase the Notes or some other securities and shall not represent a proposal, solicitation or sale in any jurisdiction through which such provide, solicitation or sale could be illegal. PJT Companions LP served as impartial monetary advisor to the Firm for the providing.

About Carnival Company & plc

Carnival Company & plc is likely one of the world’s largest leisure journey firms with a portfolio of 9 of the world’s main cruise traces. With operations in North America, Australia, Europe and Asia, its portfolio options Carnival Cruise Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Cautionary Be aware Regarding Elements That Could Have an effect on Future Outcomes

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively on this press launch, as “Carnival Company & plc,” “our,” “us” and “we.” Among the statements, estimates or projections contained on this doc are “forward-looking statements” that contain dangers, uncertainties and assumptions with respect to us, together with some statements in regards to the financing transactions described herein, future outcomes, operations, outlooks, plans, targets, fame, money flows, liquidity and different occasions which haven’t but occurred. These statements are meant to qualify for the secure harbors from legal responsibility offered by Part 27A of the Securities Act of 1933 and Part 21E of the Securities Alternate Act of 1934. All statements aside from statements of historic information are statements that might be deemed forward-looking. These statements are based mostly on present expectations, estimates, forecasts and projections about our enterprise and the business through which we function and the beliefs and assumptions of our administration. We have now tried, every time potential, to determine these statements through the use of phrases like “will,” “might,” “might,” “ought to,” “would,” “imagine,” “relies upon,” “count on,” “objective,” “anticipate,” “forecast,” “venture,” “future,” “intend,” “plan,” “estimate,” “goal,” “point out,” “outlook,” and comparable expressions of future intent or the unfavorable of such phrases.

Ahead-looking statements embody these statements that relate to our outlook and monetary place together with, however not restricted to, statements relating to:

  • Internet income yields
  • Reserving ranges
  • Pricing and occupancy
  • Curiosity, tax and gas bills
  • Foreign money change charges
  • Internet cruise prices, excluding gas per out there decrease berth day
  • Estimates of ship depreciable lives and residual values
  • Goodwill, ship and trademark truthful values
  • Liquidity
  • Adjusted earnings per share
  • Impression of the COVID-19 coronavirus international pandemic on our monetary situation and outcomes of operations

As a result of forward-looking statements contain dangers and uncertainties, there are various components that would trigger our precise outcomes, efficiency or achievements to vary materially from these expressed or implied by our forward-looking statements. This be aware incorporates necessary cautionary statements of the recognized components that we contemplate might materially have an effect on the accuracy of our forward-looking statements and adversely have an effect on our enterprise, outcomes of operations and monetary place. Moreover, many of those dangers and uncertainties are at present amplified by and can proceed to be amplified by, or sooner or later could also be amplified by, the COVID-19 outbreak. It’s not potential to foretell or determine all such dangers. There could also be further dangers that we contemplate immaterial or that are unknown.

These components embody, however aren’t restricted to, the next:

  • COVID-19 has had, and is predicted to proceed to have, a major influence on our monetary situation and operations, which impacts our capacity to acquire acceptable financing to fund ensuing reductions in money from operations. The present, and unsure future, influence of the COVID-19 outbreak, together with its impact on the power or want of individuals to journey (together with on cruises), is predicted to proceed to influence our outcomes, operations, outlooks, plans, targets, progress, fame, litigation, money flows, liquidity, and inventory worth
  • On account of the COVID-19 outbreak, we now have paused our visitor cruise operations, and if we’re unable to re-commence regular operations within the near-term, we could also be out of compliance with a upkeep covenant in sure of our debt amenities as of Could 31, 2021
  • World occasions impacting the power or want of individuals to journey might result in a decline in demand for cruises
  • Incidents regarding our ships, friends or the cruise trip business in addition to hostile climate circumstances and different pure disasters might influence the satisfaction of our friends and crew and result in reputational injury
  • Adjustments in and non-compliance with legal guidelines and laws beneath which we function, similar to these referring to well being, setting, security and safety, information privateness and safety, anti-corruption, financial sanctions, commerce safety and tax might result in litigation, enforcement actions, fines, penalties, and reputational injury
  • Breaches in information safety and lapses in information privateness in addition to disruptions and different damages to our principal places of work, info know-how operations and system networks and failure to maintain tempo with developments in know-how might adversely influence our enterprise operations, the satisfaction of our friends and crew and result in reputational injury
  • Potential to recruit, develop and retain certified shipboard personnel who stay away from dwelling for prolonged durations of time might adversely influence our enterprise operations, visitor providers and satisfaction
  • Will increase in gas costs, modifications within the sorts of gas consumed and availability of gas provide might adversely influence our scheduled itineraries and prices
  • Fluctuations in overseas forex change charges might adversely influence our monetary outcomes
  • Overcapacity and competitors within the cruise and land-based trip business might result in a decline in our cruise gross sales, pricing and vacation spot choices
  • Geographic areas through which we attempt to increase our enterprise could also be sluggish to develop or finally not develop how we count on
  • Lack of ability to implement our shipbuilding packages and ship repairs, upkeep and refurbishments might adversely influence our enterprise operations and the satisfaction of our friends

The ordering of the danger components set forth above is just not meant to replicate our indication of precedence or probability.

Ahead-looking statements shouldn’t be relied upon as a prediction of precise outcomes. Topic to any persevering with obligations beneath relevant legislation or any related inventory change guidelines, we expressly disclaim any obligation to disseminate, after the date of this doc, any updates or revisions to any such forward-looking statements to replicate any change in expectations or occasions, circumstances or circumstances on which any such statements are based mostly.

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SOURCE Carnival Company & plc

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

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