Carnival Corporation & plc Announces Upsizing and Pricing of $1,450 Million and €500 Million Senior Unsecured Notes due 2026

MIAMI, Nov. 20, 2020 /PRNewswire/ — Carnival Company & plc (NYSE/LSE: CCL; NYSE: CUK) (the “Firm”) right this moment introduced that Carnival Company (the “Company”) has priced the personal choices of $1,450 million mixture principal quantity of seven.625% senior unsecured notes due 2026 (the “USD Notes”) and €500 million mixture principal quantity of seven.625% senior unsecured notes due 2026 ( the “Euro Notes” and, along with the USD Notes, the “Notes”). The mixture principal quantity of Notes to be issued was elevated to $1,450 million and €500 million from the beforehand introduced $1,000 million and €300 million, respectively. The providing of the Notes is anticipated to shut on November 25, 2020, topic to customary closing circumstances.

The USD Notes and the Euro Notes can pay curiosity semi-annually on March 1 and September 1 of every yr, starting on March 1, 2021, at a charge of seven.625% and seven.625% per yr, respectively. The Notes might be unsecured and can mature on March 1, 2026

The Notes might be absolutely and unconditionally assured on an unsecured foundation, 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 and that assure sure of our first-priority secured indebtedness, and our second-priority secured indebtedness.

The Company expects to make use of the web proceeds from the choices of the Notes for basic company functions, together with, with out limitation, the financing or refinancing of a portion of the acquisition value, rental funds, prices and bills associated to sure of our present and future property, plant and gear (together with leased property and vessels) and their restore, alternative and enhancements, in addition to another funds associated to its vessels’ ready-for-sea prices, in every case to the extent such quantities aren’t coated by the Company’s present and future export credit score amenities.

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

The Notes is not going to be registered below the Securities Act or any state securities legal guidelines and will not be supplied or offered in america 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 another securities and shall not represent a proposal, solicitation or sale in any jurisdiction during which such provide, solicitation or sale can be illegal.

PJT Companions is serving as unbiased monetary advisor to the Firm.

About Carnival Company & plc

Carnival Company & plc is without doubt one of the world’s largest leisure journey firms with a portfolio of 9 of the world’s main cruise strains. 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 Might 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.” A few of 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 regarding 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 supposed 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 Trade Act of 1934. All statements aside from statements of historic info are statements that may very well be deemed forward-looking. These statements are primarily based on present expectations, estimates, forecasts and projections about our enterprise and the trade during which we function and the beliefs and assumptions of our administration. Now we have tried, every time potential, to establish these statements by utilizing phrases like “will,” “could,” “might,” “ought to,” “would,” “consider,” “relies upon,” “count on,” “objective,” “anticipate,” “forecast,” “challenge,” “future,” “intend,” “plan,” “estimate,” “goal,” “point out,” “outlook,” and related expressions of future intent or the destructive of such phrases.

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

• Pricing

• Internet cruise prices, excluding gas per out there decrease berth day

• Reserving ranges

• Estimates of ship depreciable lives and residual values

• Occupancy

Goodwill, ship and trademark honest values

• Curiosity, tax and gas bills

• Liquidity and credit score rankings

• Foreign money change charges

• 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 word comprises vital cautionary statements of the recognized components that we think about 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 presently amplified by and can proceed to be amplified by, or sooner or later could also be amplified by, the COVID-19 outbreak. It isn’t potential to foretell or establish all such dangers. There could also be further dangers that we think about immaterial or that are unknown. These components embody, however aren’t restricted to, the next:

  • COVID-19 has had, and is anticipated to proceed to have, a big affect on our monetary situation and operations, which impacts our potential to acquire acceptable financing to fund ensuing reductions in money from operations. The present, and unsure future, affect of the COVID-19 outbreak, together with its impact on the power or want of individuals to journey (together with on cruises), is anticipated to proceed to affect our outcomes, operations, outlooks, plans, targets, fame, litigation, money flows, liquidity, and inventory value
  • On account of the COVID-19 outbreak, we could also be out of compliance with a upkeep covenant in sure of our debt amenities, for which we have now waivers for the interval by way of November 30, 2021 with the subsequent testing date of February 28, 2022
  • World occasions impacting the power or want of individuals to journey could result in a decline in demand for cruises
  • Incidents regarding our ships, friends or the cruise trip trade in addition to opposed climate circumstances and different pure disasters could affect the satisfaction of our friends and crew and result in reputational injury
  • Adjustments in and non-compliance with legal guidelines and laws below which we function, similar to these referring to well being, surroundings, security and safety, knowledge privateness and safety, anti-corruption, financial sanctions, commerce safety and tax could result in litigation, enforcement actions, fines, penalties, and reputational injury
  • Breaches in knowledge safety and lapses in knowledge privateness in addition to disruptions and different damages to our principal workplaces, data expertise operations and system networks, together with the current ransomware incident, and failure to maintain tempo with developments in expertise could adversely affect 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 residence for prolonged durations of time could adversely affect our enterprise operations, visitor companies and satisfaction
  • Will increase in gas costs, adjustments within the sorts of gas consumed and availability of gas provide could adversely affect our scheduled itineraries and prices
  • Fluctuations in international forex change charges could adversely affect our monetary outcomes
  • Overcapacity and competitors within the cruise and land-based trip trade could result in a decline in our cruise gross sales, pricing and vacation spot choices
  • Geographic areas during which we attempt to develop our enterprise could also be sluggish to develop or finally not develop how we count on
  • Lack of ability to implement our shipbuilding applications and ship repairs, upkeep and refurbishments could adversely affect our enterprise operations and the satisfaction of our friends

The ordering of the danger components set forth above just isn’t supposed to mirror our indication of precedence or chance.

Ahead-looking statements shouldn’t be relied upon as a prediction of precise outcomes. Topic to any persevering with obligations below relevant regulation 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 mirror any change in expectations or occasions, circumstances or circumstances on which any such statements are primarily based.

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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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