REG-Carnival PLC: Carnival Announces Loan Facility Pricing

CarnivalAnnouncement

29/06/2020 07:05

Carnival Corporation & plc Announces Pricing of $1.86 billion and €800
million First-Priority Senior Secured Term Loan Facility

MIAMI, June 26, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) (the "Company") one of the world's largest leisure travel
companies, today announced the pricing of Carnival Corporation's
first-priority senior secured term loan facility, consisting of a $1,860
million tranche and a €800 million tranche, with a maturity of five years. 
The U.S. dollar tranche will be issued at a price equal to 96% of its face
value and will bear interest at a rate per annum equal to adjusted LIBOR (with
a 1% floor) plus 7.500%. The euro tranche will be issued at a price equal to
96% of its face value and will bear interest at a rate per annum equal to
EURIBOR (with a 0% floor) plus 7.500%. Both tranches of the term loan facility
will be prepayable, in whole or in part, at the Company's option at a price
equal to the face value plus a customary make-whole amount for the first year
after closing, 102% of the face value for the second year after closing and
par thereafter. The obligations under the term loan facility will be
guaranteed by Carnival plc and the same subsidiaries that currently guarantee,
and will be secured on a first-priority basis by the same collateral that
currently secures, Carnival Corporation's 11.500% first-priority senior
secured notes due 2023.

The term loan facility is expected to close on June 30, subject to customary
closing conditions and the execution of definitive documentation.  Carnival
Corporation intends to use the net proceeds from the term loan facility for
general corporate purposes, which includes the repayment of near-term debt
maturities. 

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, cashflows, 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),
will 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, and further extend covenant waivers for certain agreements for
which waivers do not currently cover periods after March 2021 (if needed), we
may be out of compliance with a maintenance covenant in certain of our debt
facilities
* 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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