REG-Carnival PLC: Carnival Announces Closing of Notes

CarnivalAnnouncement

19/08/2020 12:00

Carnival Corporation & plc Announces Closing of 9.875% Second-Priority Senior
Secured Notes due 2027

MIAMI, Aug. 18, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK), one of the world's largest travel and leisure companies,
today announced that Carnival Corporation (the "Corporation") has closed its
private offering of $900 million aggregate principal amount of 9.875%
Second-Priority Senior Secured Notes due 2027 (the "Secured Notes"). The
Corporation expects to use the net proceeds from the offering of the Secured
Notes for general corporate purposes.

The Secured Notes were 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 Secured 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 does not constitute an offer to sell or a solicitation of
an offer to buy the Secured 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.  PJT Partners LP served as
independent financial advisor to the Company for the offering.

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:

 * 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                                                                               
                                      * 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, growth, reputation, litigation, cash flows, liquidity, and stock price
* As a result of the COVID-19 outbreak, we have paused our guest cruise
operations, and if we are unable to re-commence normal operations in the
near-term, we may be out of compliance with a maintenance covenant in certain
of our debt facilities as of May 31, 2021
* 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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