REG-Carnival PLC: Carnival Announces Pricing Shares of Common Stock

CarnivalAnnouncement

02/04/2020 07:05

Carnival Corporation & plc Announces Pricing of 62,500,000 Shares of Common
Stock

MIAMI, April 2, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK), the world's largest leisure travel company, today announced
that Carnival Corporation (the "Corporation") has priced its underwritten
public offering of 62,500,000 shares of common stock of the Corporation at a
price of $8.00 per share. The aggregate amount of shares of common stock to be
issued in the offering was decreased to approximately $500 million from the
previously announced $1.25 billion. The offering is expected to close on April
6, 2020, subject to customary closing conditions. The Corporation has granted
the underwriters an option to purchase up to 9,375,000 of additional shares,
which option must be exercised on or before May 1, 2020. The Corporation
expects to use the net proceeds from the offering for general corporate
purposes.

The Corporation also announced by separate press release that it has priced
its previously announced private offerings to eligible purchasers of $4
billion aggregate principal amount of 11.500% first-priority senior secured
notes due 2023 and $1.75 billion aggregate principal amount of 5.75% senior
convertible notes due 2023. The aggregate principal amount of the senior
secured notes to be issued was increased to $4 billion from the previously
announced $3 billion. The net proceeds from the offering of senior secured
notes will be deposited into a segregated escrow account, pending the releases
in accordance with certain collateral perfection thresholds. 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 $262.5 million
aggregate principal amount of convertible notes. Nothing contained herein
shall constitute an offer to sell or the solicitation of an offer to buy the
senior secured notes or the convertible notes. The offering of convertible
notes is expected to close on April 6, 2020, subject to customary closing
conditions, and the offering of senior secured notes is expected to close on
April 8, 2020, subject to customary closing conditions. None of the closings
of the offerings of shares of common stock, senior secured notes or
convertible notes is conditioned upon the closing of any of the other
offerings or vice versa.

BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan, are acting as joint
book-running managers for the offering. A shelf registration statement
relating to these securities has been filed with the U.S. Securities and
Exchange Commission ("SEC") and has become effective. The offering may be made
only by means of a prospectus supplement and an accompanying base prospectus.
A preliminary prospectus supplement and accompanying base prospectus relating
to the offering have been filed, and a final prospectus supplement will be
filed, with the SEC and will be available on the SEC's website at www.sec.gov.
Copies of the preliminary prospectus supplement and accompanying base
prospectus relating to the offering may be obtained from (1) BofA Securities,
Inc., Attn: Prospectus Department, NC1-004-03-43, 200 North College Street,
3rd floor, Charlotte NC  28255-0001, email: dg.prospectus_requests@bofa.com,
(2) Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York,
New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by
emailing prospectus-ny@ny.email.gs.com) and (3) J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717, or via telephone: 1-866-803-9204.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy shares of common stock 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.

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, outlooks, plans, goals 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 expenses    • Liquidity                                                         
 • 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. 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, global
financial markets and general economic conditions as well as 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 guestsThe ordering of the risk factors set forth
above is not intended to reflect our indication of priority or likelihood.
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, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538



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