REG-Carnival PLC: Carnival Announces Upsizing and Pricing

CarnivalAnnouncement

02/04/2020 07:05

Carnival Corporation & plc Announces Upsizing and Pricing of 11.500%
First-Priority Senior Secured Notes due 2023 and Pricing of 5.75% Senior
Convertible Notes due 2023

MIAMI, April 2, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) (the "Company") the world's largest leisure travel company,
today announced that Carnival Corporation (the "Corporation") has priced the
private offerings of $4 billion aggregate principal amount of 11.500%
first-priority senior secured notes due 2023 (the "Secured Notes") of the
Corporation and $1.75 billion aggregate principal amount of 5.75% senior
convertible notes due 2023 of the Corporation (the "Convertible Notes" and,
collectively with the Secured Notes, the "Notes"). The aggregate principal
amount of Secured Notes to be issued was increased to $4 billion from the
previously announced $3 billion. 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.

The Secured Notes will pay interest semi-annually on April 1 and October 1 of
each year, beginning on October 1, 2020, at a rate of 11.500% per year. The
Secured Notes will mature on April 1, 2023. The Convertible Notes will pay
interest semi-annually on April 1 and October 1 of each year, beginning on
October 1, 2020, at a rate of 5.75% per year. The Convertible Notes will
mature on April 1, 2023, unless earlier converted, redeemed or repurchased.

The initial conversion rate per $1,000 principal amount of Convertible Notes
is equivalent to 100.0000 shares of common stock of the Corporation, which is
equivalent to a conversion price of approximately $10.00 per share, subject to
adjustment in certain circumstances. The initial conversion price represents a
premium of approximately 25% to the public offering price in the Corporation's
concurrent common stock offering.

Each series of Notes will be fully and unconditionally guaranteed, 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. Additionally, the Secured Notes and the related
guarantees will be secured by a first-priority lien on the collateral, which
includes, without limitation, pledges on the capital stock of each subsidiary
guarantor, mortgages on a substantial majority of the vessels and related
vessel collateral, material intellectual property and pledges over other
vessel-related assets including inventory, trade receivables, computer
software and casino equipment.

The Convertible Notes will be convertible at the holder's option in certain
circumstances. Upon conversion, the Corporation will satisfy its conversion
obligation by paying or delivering, at its election, as applicable, cash,
shares of its common stock or a combination of cash and shares of its common
stock.

The Corporation expects to use the net proceeds from the offerings of the
Notes for general corporate purposes. The net proceeds from the offering of
Secured Notes will be deposited into a segregated escrow account, pending the
releases in accordance with certain collateral perfection thresholds.

The Company also announced today by separate press release that the
Corporation has priced the previously announced registered 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
concurrent common stock offering was decreased to approximately $500 million
from the previously announced $1.25 billion. The Corporation has granted the
underwriters an option to purchase up to 9,375,000 of additional shares of
common stock, which option must be exercised on or before May 1, 2020. Nothing
contained herein shall constitute an offer to sell or the solicitation of an
offer to buy the common stock. The offerings of shares of common stock and
Convertible Notes are expected to settle on April 6, 2020, subject to
customary closing conditions. The offering of Secured Notes is expected to
settle on April 8, 2020, subject to customary closing conditions. None of the
closings of the offerings of shares of common stock, Secured Notes or
Convertible Notes is conditioned upon the closing of any of the other
offerings or vice versa.

The Secured 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 Convertible Notes are being offered only to persons
reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act.  The Secured Notes, 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 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.

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 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, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538



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