Carnival PLC Carnival Upsizing and Pricing of Notes

 
TIDMCCL 
 
Carnival Corporation & plc Announces Upsizing and Pricing of $1,450 Million and 
                 EUR500 Million Senior Unsecured Notes due 2026 
 
MIAMI, Nov. 20, 2020 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
(the "Company") today announced that Carnival Corporation (the "Corporation") 
has priced the private offerings of $1,450 million aggregate principal amount 
of 7.625% senior unsecured notes due 2026 (the "USD Notes") and EUR500 million 
aggregate principal amount of 7.625% senior unsecured notes due 2026 ( the 
"Euro Notes" and, together with the USD Notes, the "Notes"). The aggregate 
principal amount of Notes to be issued was increased to $1,450 million and EUR500 
million from the previously announced $1,000 million and EUR300 million, 
respectively. The offering of the Notes is expected to close on November 25, 
2020, subject to customary closing conditions. 
 
The USD Notes and the Euro Notes will pay interest semi-annually on March 1 and 
September 1 of each year, beginning on March 1, 2021, at a rate of 7.625% and 
7.625% per year, respectively. The Notes will be unsecured and will mature on 
March 1, 2026. 
 
The Notes will be fully and unconditionally guaranteed on an unsecured basis, 
jointly and severally, by Carnival plc and certain of the Corporation's and 
Carnival plc's subsidiaries that own or operate the Company's vessels and 
material intellectual property and that guarantee certain of our first-priority 
secured indebtedness, and our second-priority secured indebtedness. 
 
The Corporation expects to use the net proceeds from the offerings of the Notes 
for general corporate purposes, including, without limitation, the financing or 
refinancing of a portion of the purchase price, rental payments, costs and 
expenses related to certain of our current and future property, plant and 
equipment (including leased assets and vessels) and their repair, replacement 
and improvements, as well as any other payments related to its vessels' 
ready-for-sea costs, in each case to the extent such amounts are not covered by 
the Corporation's existing and future export credit facilities. 
 
The Notes are being offered only to persons reasonably believed to be qualified 
institutional buyers in reliance on Rule 144A under the Securities Act, and 
outside the United States, only to non-U.S. investors pursuant to Regulation S. 
 
The Notes 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 shall not constitute an offer to sell or a solicitation of 
an offer to buy the Notes or any other securities and shall not constitute an 
offer, solicitation or sale in any jurisdiction in which such offer, 
solicitation or sale would be unlawful. 
 
PJT Partners is serving as independent financial advisor to the Company. 
 
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, 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, 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: 
 
* Pricing                   * Net cruise costs, excluding fuel per available 
                            lower berth day 
 
* Booking levels            * Estimates of ship depreciable lives and residual 
                            values 
 
* Occupancy                 * Goodwill, ship and trademark fair values 
 
* Interest, tax and fuel    * Liquidity and credit ratings 
expenses 
 
* Currency exchange rates   * Adjusted earnings per share 
 
                            * Impact of the COVID-19 coronavirus global 
                            pandemic 
                            on our financial condition and results of 
                            operations 
 
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 is expected to continue to have, a significant impact 
    on our financial condition and operations, which impacts our ability to 
    obtain acceptable financing to fund resulting reductions 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), is expected to continue to impact our results, 
    operations, outlooks, plans, goals, reputation, litigation, cash flows, 
    liquidity, and stock price 
  * As a result of the COVID-19 outbreak, we may be out of compliance with a 
    maintenance covenant in certain of our debt facilities, for which we have 
    waivers for the period through November 30, 2021 with the next testing date 
    of February 28, 2022 
  * 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, including the recent ransomware incident, 
    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. 
 

SOURCE Carnival Corporation & plc 
 
CONTACT: Roger Frizzell, Carnival Corporation, [e-mail], (305) 
406-7862; Mike Flanagan, LDWW, [e-mail], [phone] 
 
 
 
END 
 

(END) Dow Jones Newswires

November 23, 2020 02:00 ET (07:00 GMT)