Carnival PLC Carnival Announces Closing of Convertible Senior Notes

 
TIDMCCL 
 
Carnival Corporation & plc Announces Closing of 5.75% Convertible Senior Notes 
                                   due 2023 
 
MIAMI, April 6, 2020 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), 
the world's largest leisure travel company, today announced that Carnival 
Corporation (the "Corporation") has closed its private offering to qualified 
institutional buyers of $1.95 billion aggregate principal amount of 5.75% 
convertible senior notes due 2023 (the "Convertible Notes"), including $200 
million aggregate principal amount of the Convertible Notes sold pursuant to 
the partial exercise by the initial purchasers of their option to purchase 
additional Convertible Notes. The Corporation has granted the initial 
purchasers of the Convertible Notes an option to purchase on or before April 
18, 2020, up to an additional $62.5 million aggregate principal amount of 
Convertible Notes, after giving effect to the partial exercise of the option 
described above. The Corporation expects to use the net proceeds from the 
offering for general corporate purposes. 
 
The Corporation also announced today by separate press release that it has 
closed its previously announced registered public offering of 71,875,000 shares 
of common stock of the Corporation at a price of $8.00 per share (including 
9,375,000 shares of common stock of the Corporation sold pursuant to the full 
exercise by the underwriters of their option to purchase additional shares). 
The closing of the Corporation's previously announced private offering to 
eligible purchasers of $4 billion aggregate principal amount of 11.500% 
first-priority senior secured notes due 2023 is expected to take place on April 
8, 2020, subject to customary closing conditions. Nothing contained herein 
shall constitute an offer to sell or the solicitation of an offer to buy the 
common stock or the first-priority senior secured notes. 
 
The Convertible Notes were offered only to persons reasonably believed to be 
qualified institutional buyers in reliance on Rule 144A under the Securities 
Act.  The Convertible Notes and the shares of common stock issuable upon 
conversion of the Convertible 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. 
 
This press release does not constitute an offer to sell or a solicitation of an 
offer to buy the Convertible 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. 
 
About Carnival Corporation & plc 
 
Carnival Corporation & plc is the world's largest leisure travel company 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, Seabourn, P&O Cruises 
(Australia), 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 document 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, growth, 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 and Section 21E of the Securities Exchange Act of 1934. 
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," "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: 
 
* Net revenue yields        * Net cruise costs, excluding fuel per available 
                            lower berth day 
 
* Booking levels            * Estimates of ship depreciable lives and residual 
                            values 
 
* Pricing and occupancy     * Goodwill, ship and trademark fair values 
 
* Interest, tax and fuel    * Liquidity 
expenses 
 
* Currency exchange rates   * Adjusted earnings per share 
 
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, the COVID-19 outbreak. 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 will continue to have, a materially adverse impact on 
    our financial condition and operations, which impacts our ability to obtain 
    acceptable financing to fund any resulting shortfalls in cash from 
    operations.  The current, and uncertain future, impact of the COVID-19 
    outbreak, including its effect on the ability or desire of people to travel 
    (including on cruises), will continue to impact our results, operations, 
    outlooks, plans, goals, growth, reputation, cash flows, liquidity, and 
    stock price 
  * World events impacting the ability or desire of people to travel may lead 
    to a decline in demand for cruises 
  * Incidents concerning our ships, guests or the cruise vacation industry as 
    well as adverse weather conditions and other natural disasters may 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 may lead to litigation, enforcement actions, 
    fines, penalties, and reputational damage 
  * 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 lead to reputational damage 
  * Ability to recruit, develop and retain qualified shipboard personnel who 
    live away from home for extended periods of time may adversely impact our 
    business operations, guest services and satisfaction 
  * Increases in fuel prices, changes in the types of fuel consumed and 
    availability of fuel supply may adversely impact our scheduled itineraries 
    and costs 
  * 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 
  * Geographic regions in which we try to expand our business may be slow to 
    develop or ultimately not develop how we expect 
  * Inability to implement our shipbuilding programs and ship repairs, 
    maintenance and refurbishments may adversely impact our business operations 
    and the satisfaction of our guests 
 
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. 
 
CONTACT: Roger Frizzell, Carnival Corporation, [e-mail], (305) 
406-7862; Mike Flanagan, LDWW, [e-mail], [phone] 
 
 
 
END 
 

(END) Dow Jones Newswires

April 07, 2020 02:00 ET (06:00 GMT)