Carnival PLC Carnival Corp Announces Extension of Convertible Notes

 
TIDMCCL 
 
Carnival Corporation & plc Announces Extension of Maturity of $339 Million of 
Convertible Notes at Existing 5.75% Rate 
 
The Existing Notes will be exchanged for New Notes with the same coupon and no 
dilution to shareholders at scheduled maturity versus the Existing Notes and no 
upfront cost 
 
MIAMI, Aug. 17, 2022 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
today announced that Carnival Corporation (the "Company"), Carnival plc and 
certain of their subsidiaries (the "Subsidiary Guarantors") have entered into 
separate, privately negotiated exchange agreements with certain holders of the 
Company's outstanding 5.75% Convertible Senior Notes due 2023 (the "Existing 
Notes") pursuant to which the Company will exchange $339 million in aggregate 
principal amount of Existing Notes for $339 million in aggregate principal 
amount of new 5.75% Convertible Senior Notes due October 2024 (the "New Notes" 
and such exchange, the "Exchange"). 
 
The New Notes will have the same initial conversion price as the Existing 
Notes, representing no dilution to shareholders at scheduled maturity versus 
the Existing Notes, the same coupon and no upfront cost to the Company. As a 
result of the eighteen-month extension, the New Notes will mature on October 1, 
2024 and be fully and unconditionally guaranteed on a senior unsecured basis by 
Carnival plc and the Subsidiary Guarantors. Following the closing of the 
Exchange, $183 million in aggregate principal amount of Existing Notes will 
remain outstanding. The Exchange is expected to close on August 22, 2022, 
subject to customary closing conditions. 
 
The New Notes were offered pursuant to an exemption from the registration 
requirements under the Securities Act of 1933, as amended (the "Securities 
Act").  The New Notes and the shares of common stock issuable upon conversion 
of the New Notes, if any, will not be registered under the Securities Act or 
any state securities laws and may not be offered or sold in the United States 
absent registration or an applicable exemption from the registration 
requirements of the Securities Act and applicable state laws. 
 
PJT Partners is serving as independent financial advisor to the Company and 
Carnival plc. 
 
This press release does not constitute an offer to sell or a solicitation of an 
offer to buy the New Notes or any other securities and shall not constitute an 
offer, solicitation or sale in any jurisdiction in which such an offer, 
solicitation or sale would be unlawful prior to the registration and 
qualification under the securities laws of such state or jurisdiction. This 
announcement contains inside information (for the purposes of applicable UK 
law). 
 
About Carnival Corporation & plc 
 
Carnival Corporation & plc is one of the world's largest leisure travel 
companies with a portfolio of nine of the world's leading cruise lines. With 
operations in North America, Australia, Europe and Asia, its portfolio features 
Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises 
(Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and 
Cunard. 
 
Cautionary Note Concerning Factors That May Affect Future 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 press release are "forward-looking statements" that involve 
risks, uncertainties and assumptions with respect to us, including some 
statements concerning the financing transactions described herein, future 
results, operations, outlooks, plans, goals, reputation, cash flows, liquidity 
and other events which have not yet occurred. These statements are intended to 
qualify for the safe harbors from liability provided by Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange 
Act of 1934, as amended. All statements other than statements of historical 
facts are statements that could be deemed forward-looking. These statements are 
based on current expectations, estimates, forecasts and projections about our 
business and the industry in which we operate and the beliefs and assumptions 
of our management. We have tried, whenever possible, to identify these 
statements by using words like "will," "may," "could," "should," "would," 
"believe," "depends," "expect," "goal," "aspiration," "anticipate," "forecast," 
"project," "future," "intend," "plan," "estimate," "target," "indicate," 
"outlook," and similar expressions of future intent or the negative of such 
terms. 
 
Forward-looking statements include those statements that relate to our outlook 
and financial position including, but not limited to, statements regarding: 
 
. Pricing                    . Goodwill, ship and trademark fair values 
 
. Booking levels             . Liquidity and credit ratings 
 
. Occupancy                  . Adjusted earnings per share 
 
. Interest, tax and fuel     . Return to guest cruise operations 
  expenses 
 
. Currency exchange rates    . Impact of the COVID-19 coronavirus global 
                               pandemic on our financial condition and results 
. Estimates of ship            of operations 
  depreciable lives and 
  residual values 
 
Because forward-looking statements involve risks and uncertainties, there are 
many factors that could cause our actual results, performance or achievements 
to differ materially from those expressed or implied by our forward-looking 
statements. This note contains important cautionary statements of the known 
factors that we consider could materially affect the accuracy of our 
forward-looking statements and adversely affect our business, results of 
operations and financial position. Additionally, many of these risks and 
uncertainties are currently amplified by and will continue to be amplified by, 
or in the future may be amplified by, COVID-19. It is not possible to predict 
or identify all such risks. There may be additional risks that we consider 
immaterial or which are unknown. These factors include, but are not limited to, 
the following: 
 
  * COVID-19 has had, and is expected to continue to have, a significant impact 
    on our financial condition and operations. The current, and uncertain 
    future, impact of COVID-19, including its effect on the ability or desire 
    of people to travel (including on cruises), is expected to continue to 
    impact our results, operations, outlooks, plans, goals, reputation, 
    litigation, cash flows, liquidity, and stock price; 
  * events and conditions around the world, including war and other military 
    actions, such as the current invasion of Ukraine, heightened inflation and 
    other general concerns impacting the ability or desire of people to travel, 
    have led, and may in the future lead, to a decline in demand for cruises, 
    impacting our operating costs and profitability; 
  * incidents concerning our ships, guests or the cruise vacation industry have 
    in the past and may, in the future, impact the satisfaction of our guests 
    and crew and lead to reputational damage; 
  * changes in and non-compliance with laws and regulations under which we 
    operate, such as those relating to health, environment, safety and 
    security, data privacy and protection, anti-corruption, economic sanctions, 
    trade protection and tax have in the past and may, in the future, lead to 
    litigation, enforcement actions, fines, penalties and reputational damage; 
  * factors associated with climate change, including evolving and increasing 
    regulations, increasing global concern about climate change and the shift 
    in climate conscious consumerism and stakeholder scrutiny, and increasing 
    frequency and/or severity of adverse weather conditions could adversely 
    affect our business; 
  * inability to meet or achieve our sustainability related goals, aspirations, 
    initiatives, and our public statements and disclosures regarding them, may 
    expose us to risks that may adversely impact our business; 
  * breaches in data security and lapses in data privacy as well as disruptions 
    and other damages to our principal offices, information technology 
    operations and system networks and failure to keep pace with developments 
    in technology may adversely impact our business operations, the 
    satisfaction of our guests and crew and may lead to reputational damage; 
  * the loss of key employees, our inability to recruit or retain qualified 
    shoreside and shipboard employees and increased labor costs could have an 
    adverse effect on our business and results of operations; 
  * increases in fuel prices, changes in the types of fuel consumed and 
    availability of fuel supply may adversely impact our scheduled itineraries 
    and costs; 
  * we rely on supply chain vendors who are integral to the operations of our 
    businesses. These vendors and service providers are also affected by 
    COVID-19 and may be unable to deliver on their commitments which could 
    impact our business; 
  * fluctuations in foreign currency exchange rates may adversely impact our 
    financial results; 
  * overcapacity and competition in the cruise and land-based vacation industry 
    may lead to a decline in our cruise sales, pricing and destination options; 
  * inability to implement our shipbuilding programs and ship repairs, 
    maintenance and refurbishments may adversely impact our business operations 
    and the satisfaction of our guests; and 
  * the risk factors included in Carnival Corporation's and Carnival plc's 
    Annual Report on Form 10-K filed with the SEC on January 27, 2022 and 
    Carnival Corporation's and Carnival plc's Quarterly Reports on Form 10-Q 
    filed with the SEC on March 28, 2022 and June 29, 2022. 
 
The ordering of the risk factors set forth above is not intended to reflect our 
indication of priority or likelihood. 
 

Forward-looking statements should not be relied upon as a prediction of actual 
results. Subject to any continuing obligations under applicable law or any 
relevant stock exchange rules, we expressly disclaim any obligation to 
disseminate, after the date of this document, any updates or revisions to any 
such forward-looking statements to reflect any change in expectations or 
events, conditions or circumstances on which any such statements are based. 
Forward-looking and other statements in this document may also address our 
sustainability progress, plans, and goals (including climate change and 
environmental-related matters). In addition, historical, current, and 
forward-looking sustainability-related statements may be based on standards for 
measuring progress that are still developing, internal controls and processes 
that continue to evolve, and assumptions that are subject to change in the 
future. 
 
CONTACT: Carnival Corporation & plc Media Contacts: Roger Frizzell, Carnival 
Corporation, [e-mail], [phone]; Mike Flanagan, LDWW, 
[e-mail], [phone]; Carnival Corporation & plc Investor 
Relations Contact:  Beth Roberts, Carnival Corporation, [e-mail], 
[phone] 
 
 
 
END 
 
 

(END) Dow Jones Newswires

August 18, 2022 02:00 ET (06:00 GMT)