REG-Carnival PLC: Carnival Announces Common Stock Pricing

CarnivalAnnouncement

23/02/2021 07:05

Carnival Corporation & plc Announces Pricing of Offering of Common Stock

MIAMI, Feb. 23, 2021 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK), today announced that Carnival Corporation (the "Corporation")
has priced its previously announced underwritten public offering of
40,450,619 shares of common stock of the Corporation at a public offering
price of $25.10 per share. The offering is expected to close on February 24,
2021, subject to customary closing conditions. The Corporation expects to use
the net proceeds from the offering for general corporate purposes.

Goldman Sachs & Co LLC is acting as sole bookrunner and underwriter for the
proposed public offering.

A shelf registration statement relating to these shares of common stock has
been filed with the U.S. Securities and Exchange Commission ("SEC") and has
become effective. The common stock offering is being made only by means of a
prospectus supplement and an accompanying base prospectus. A preliminary
prospectus supplement and accompanying base prospectus relating to the common
stock offering have been filed with the SEC and are available on the SEC's
website at www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying base prospectus relating to the common stock offering may be
obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200
West Street, New York, NY 10282, by telephone at 1 866 471 2526, or by email
at prospectusny@ny.email.gs.com

PJT Partners is serving as independent financial advisor to the Corporation
and Carnival plc.

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 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 press release 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 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                           · Estimates of ship depreciable lives and residual values                                                   
   · Booking levels                    · Goodwill, ship and trademark fair values                                                                  
   · Occupancy                         · Liquidity and credit ratings                                                                              
   · Interest, tax and fuel expenses   · Adjusted earnings per share                                                                               
   · Currency exchange rates           · 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 one or
more maintenance covenants in certain of our debt facilities, for which we
currently have amendments 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 have and may
continue to 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 have in the past and
may, in the future, 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 have in the past and may, in the future, 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 incidents, and failure to
keep pace with developments in technology may adversely impact our business
operations, the satisfaction of our guests and crew and may 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;
and
*
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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