Carnival Corporation & plc Announces Offerings of Senior Secured Notes due 2023 and Senior Convertible Notes due 2023

MIAMI, March 31, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK) (the “Corporation”) the world’s major leisure travel corporation, right now announced that Carnival Company (the “Company”) has commenced personal offerings of $three billion combination principal amount of money of initial-priority senior secured notes thanks 2023 (the “Secured Notes”) of the Company and $1.seventy five billion combination principal amount of money of senior convertible notes thanks 2023 of the Company (the “Convertible Notes” and, collectively with the Secured Notes, the “Notes”). The Company intends to grant the first purchasers of the Convertible Notes an choice to acquire, all through a 13-day period commencing on, and which includes the initial day on which the Convertible Notes are issued, up to an more $262.5 million combination principal amount of money of Convertible Notes.

Every collection of Notes will be entirely and unconditionally guaranteed, jointly and severally, by Carnival plc and certain of the Corporation’s and Carnival plc’s subsidiaries that possess or operate the Company’s vessels and materials intellectual home. Furthermore, the Secured Notes and the similar ensures will be secured by a initial-priority lien on the collateral, which consists of, without the need of limitation, pledges on the money stock of each subsidiary guarantor, mortgages on a substantial vast majority of the vessels and similar vessel collateral, materials intellectual home and pledges over other vessel-similar belongings which includes inventory, laptop software and casino machines.

The Convertible Notes will be convertible at the holder’s choice in certain situations. On conversion, the Company will satisfy its conversion obligation by shelling out or delivering, at its election, as relevant, hard cash, shares of its frequent stock or a mixture of hard cash and shares of its frequent stock.

The Company expects to use the net proceeds from the offerings of the Notes for typical corporate functions.

The Corporation also announced right now by different press release that the Company has commenced a registered general public giving of $1.twenty five billion of shares of its frequent stock (or $1.4375 billion of shares of its frequent stock if the underwriters in these giving training in full their choice to acquire more shares of frequent stock). Nothing at all contained herein shall represent an give to promote or the solicitation of an give to obtain the frequent stock. None of the closings of the offerings of shares of frequent stock, Secured Notes or Convertible Notes is conditioned upon the closing of any of the other offerings or vice versa.

The Secured Notes are currently being presented only to folks moderately considered to be experienced institutional buyers in reliance on Rule 144A below the Securities Act, and outdoors the United States, only to non-U.S. traders pursuant to Regulation S. The Convertible Notes are currently being presented only to folks moderately considered to be experienced institutional buyers in reliance on Rule 144A below the Securities Act.  The Secured Notes, the Convertible Notes and the shares of frequent stock issuable upon conversion of the Convertible Notes, if any, will not be registered below the Securities Act or any state securities legal guidelines and might not be presented or marketed in the United States absent registration or an relevant exemption from the registration needs of the Securities Act and relevant state legal guidelines.

This press release shall not represent an give to promote or a solicitation of an give to obtain the Notes or any other securities and shall not represent an give, solicitation or sale in any jurisdiction in which these give, solicitation or sale would be unlawful. This press release is currently being issued pursuant to and in accordance with Rule 135c below the Securities Act.

About Carnival Company & plc

Carnival Corporation & plc is the world’s major leisure travel corporation with a portfolio of nine of the world’s leading cruise lines. With functions 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 (British isles) and Cunard.

Cautionary Observe Concerning Elements That May well Have an effect on Long term Final results

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “ahead-wanting statements” that contain hazards, uncertainties and assumptions with regard to us, which includes some statements relating to the financing transactions described herein, long run effects, outlooks, designs, goals and other activities which have not yet occurred. These statements are supposed to qualify for the harmless harbors from legal responsibility presented by Area 27A of the Securities Act of 1933 and Area 21E of the Securities Exchange Act of 1934. All statements other than statements of historic specifics are statements that could be deemed ahead-wanting. These statements are based mostly on latest anticipations, estimates, forecasts and projections about our business and the sector in which we operate and the beliefs and assumptions of our administration. We have tried out, each time possible, to detect these statements by working with phrases like “will,” “might,” “could,” “should,” “would,” “consider,” “is dependent,” “count on,” “objective,” “foresee,” “forecast,” “task,” “long run,” “intend,” “strategy,” “estimate,” “goal,” “suggest,” “outlook,” and similar expressions of long run intent or the destructive of these terms.

Forward-wanting statements include things like individuals statements that relate to our outlook and money situation which includes, but not restricted to, statements concerning:

Mainly because ahead-wanting statements contain hazards and uncertainties, there are a lot of elements that could trigger our true effects, efficiency or achievements to vary materially from individuals expressed or implied by our ahead-wanting statements. This be aware includes significant cautionary statements of the acknowledged elements that we consider could materially have an effect on the precision of our ahead-wanting statements and adversely have an effect on our business, effects of functions and money situation. It is not possible to forecast or detect all these hazards. There might be more hazards that we consider immaterial or which are mysterious. These elements include things like, but are not restricted to, world money markets and typical financial problems as nicely as the next:

• COVID-19 has experienced, and will go on to have, a materially adverse effects on our money affliction and functions, which impacts our ability to obtain suitable financing to fund any resulting shortfalls in hard cash from functions.  The latest, and uncertain long run, effects of the COVID-19 outbreak, which includes its outcome on the ability or want of people today to travel (which includes on cruises), will go on to effects our effects, functions, outlooks, designs, goals, progress, track record, hard cash flows, liquidity, and stock price
• Planet activities impacting the ability or want of people today to travel might lead to a decrease in demand for cruises
• Incidents relating to our ships, visitors or the cruise vacation sector as nicely as adverse weather problems and other pure disasters might effects the gratification of our visitors and crew and lead to reputational hurt
• Improvements in and non-compliance with legal guidelines and laws below which we operate, these as individuals relating to health, atmosphere, protection and safety, details privateness and security, anti-corruption, financial sanctions, trade security and tax might lead to litigation, enforcement actions, fines, penalties, and reputational hurt
• Breaches in details safety and lapses in details privateness as nicely as disruptions and other damages to our principal offices, data technology functions and procedure networks and failure to hold pace with developments in technology might adversely effects our business functions, the gratification of our visitors and crew and lead to reputational hurt
• Ability to recruit, produce and retain experienced shipboard personnel who live away from residence for extended periods of time might adversely effects our business functions, visitor providers and gratification
• Increases in gasoline charges, changes in the types of gasoline eaten and availability of gasoline provide might adversely effects our scheduled itineraries and prices
• Fluctuations in international forex exchange charges might adversely effects our money effects
• Overcapacity and level of competition in the cruise and land-based mostly vacation sector might lead to a decrease in our cruise gross sales, pricing and destination selections
• Geographic regions in which we consider to broaden our business might be slow to produce or in the end not produce how we count on
• Incapacity to apply our shipbuilding plans and ship repairs, servicing and refurbishments might adversely effects our business functions and the gratification of our visitors

The ordering of the possibility elements established forth higher than is not supposed to mirror our sign of priority or probability.

Forward-wanting statements should not be relied upon as a prediction of true effects. Issue to any continuing obligations below relevant regulation or any suitable stock exchange principles, we expressly disclaim any obligation to disseminate, following the date of this doc, any updates or revisions to any these ahead-wanting statements to mirror any transform in anticipations or activities, problems or situations on which any these statements are based mostly.

Look at primary content material:http://www.prnewswire.com/news-releases/carnival-corporation–plc-announces-offerings-of-senior-secured-notes-thanks-2023-and-senior-convertible-notes-thanks-2023-301032440.html

Resource Carnival Company & plc

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