REG-Carnival PLC: Carnival Announces Redemption of Existing €500 Million Notes and Launch of New Senior Unsecured Notes Offering; Repricing of Senior Secured First Lien Term Loan B Facilities with Partial Repayment

CarnivalAnnouncement

16/04/2024 10:00

Carnival Corporation & plc Announces the Redemption of Existing €500 Million
Notes and Launch of New Senior Unsecured Notes Offering for Interest Expense
Reduction; Launch of Repricing of Senior Secured First Lien Term Loan B
Facilities with Partial Repayment for Debt and Interest Expense Reduction

MIAMI, April 16, 2024 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) today announced that Carnival Corporation (the "Company") commenced a
private offering (the "Notes Offering") of new senior unsecured notes in an
aggregate principal amount of €500 million, expected to mature in 2030 (the
"Notes") to refinance its €500 million 7.625% senior unsecured notes due
2026 (the "2026 Euro Unsecured Notes"), expecting to reduce interest expense.

The Company issued a conditional notice of redemption for the entire
outstanding principal amount of the 2026 Euro Unsecured Notes to be redeemed
on or about April 26, 2024 at a redemption price equal to 101.906% of the
principal amount of the 2026 Euro Unsecured Notes, plus accrued and unpaid
interest. The Company expects to fund the redemption using the net proceeds
from the Notes Offering and cash on hand, and the redemption is conditioned on
the closing of the Notes Offering.

In addition, and continuing its ongoing debt and interest expense reduction
and capital structure simplification, the Company expects to commence the
marketing of a repricing transaction (the "Repricing Transaction") with
respect to its $2.3 billion first-priority senior secured term loan facility
maturing in 2028 (the "2028 Secured Term Loan Facility") and its $1.3 billion
senior secured term loan facility maturing in 2027 (the "2027 Secured Term
Loan Facility"). As part of the Repricing Transaction, the Company expects to
make partial prepayments of outstanding amounts under the 2028 Secured Term
Loan Facility and the 2027 Secured Term Loan Facility in an aggregate amount
of up to $800 million.

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

This press release does not constitute a notice of redemption with respect to
the 2026 Euro Unsecured Notes.

The Notes will be offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and outside the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities Act.

The 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 shall not constitute an offer to sell or the solicitation
of an offer to purchase the Notes or any other securities and shall not
constitute an offer, solicitation or sale in any state or jurisdiction in
which such offering, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the largest global cruise company, and among the
largest leisure travel companies, with a portfolio of world-class cruise lines
- AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America
Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and
Seabourn.

Cautionary Note Concerning Forward-Looking Statements

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, as
amended. 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," "aspiration," "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                                                    * Adjusted net income (loss)                       
 * Booking levels                                             * Adjusted EBITDA                                  
 * Occupancy                                                  * Adjusted earnings per share                      
 * Interest, tax and fuel expenses                            * Adjusted free cash flow                          
 * Currency exchange rates                                    * Net per diems                                    
 * Goodwill, ship and trademark fair values                   * Net yields                                       
 * Liquidity and credit ratings                               * Adjusted cruise costs per ALBD                   
 * Investment grade leverage metrics                          * Adjusted cruise costs excluding fuel per ALBD    
 * Estimates of ship depreciable lives and residual values    * Adjusted return on invested capital              
 * The transactions described herein                                                                             

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, and in the future may continue to be, amplified
by our substantial debt balance incurred during the pause of our guest cruise
operations. There may be additional risks that we consider immaterial or which
are unknown. These factors include, but are not limited to, the following: 
* Events and conditions around the world, including geopolitical uncertainty,
war and other military actions, inflation, higher fuel prices, higher interest
rates and other general concerns impacting the ability or desire of people to
travel have led, and may in the future lead, to a decline in demand for
cruises as well as negative impacts to our operating costs and profitability.
* Pandemics have in the past and may in the future have a significant negative
impact on our financial condition and operations.
* Incidents concerning our ships, guests or the cruise industry have in the
past and may, in the future, negatively 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-money laundering, anti-corruption, economic
sanctions, trade protection, labor and employment, and tax may be costly and
have in the past and may, in the future, lead to litigation, enforcement
actions, fines, penalties and reputational damage.
* Factors associated with climate change, including evolving and increasing
regulations, increasing global concern about climate change and the shift in
climate conscious consumerism and stakeholder scrutiny, and increasing
frequency and/or severity of adverse weather conditions could adversely affect
our business.
* Inability to meet or achieve our targets, goals, aspirations, initiatives,
and our public statements and disclosures regarding them, including those that
are related to sustainability matters, may expose us to risks that may
adversely impact our business.
* 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 may lead to reputational damage.
* The loss of key team members, our inability to recruit or retain qualified
shoreside and shipboard team members and increased labor costs could have an
adverse effect on our business and results of operations.
* Increases in fuel prices, changes in the types of fuel consumed and
availability of fuel supply may adversely impact our scheduled itineraries and
costs.
* We rely on supply chain vendors who are integral to the operations of our
businesses. These vendors and service providers may be unable to deliver on
their commitments, which could negatively impact our business.
* Fluctuations in foreign currency exchange rates may adversely impact our
financial results.
* Overcapacity and competition in the cruise and land-based vacation industry
may negatively impact our cruise sales, pricing and destination options.
* Inability to implement our shipbuilding programs and ship repairs,
maintenance and refurbishments may adversely impact our business operations
and the satisfaction of our guests.
* We require a significant amount of cash to service our debt and sustain our
operations. Our ability to generate cash depends on many factors, including
those beyond our control, and we may not be able to generate cash required to
service our debt and sustain our operations.
* Our substantial debt could adversely affect our financial health and
operating flexibility.
* The risk factors included in Carnival Corporation's and Carnival plc's
Annual Report on Form 10-K filed with the SEC on January 26, 2024 and Carnival
Corporation's and Carnival plc's Quarterly Report on Form 10-Q filed with the
SEC on March 27, 2024.
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.

Forward-looking and other statements in this document may also address our
sustainability progress, plans, and goals (including climate change and
environmental-related matters). In addition, historical, current, and
forward-looking sustainability- and climate-related statements may be based on
standards and tools for measuring progress that are still developing, internal
controls and processes that continue to evolve, and assumptions and
predictions that are subject to change in the future and may not be generally
shared.

CONTACT: Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival
Corporation, jventuroni@carnival.com, (469) 797-6380; Carnival Corporation &
plc Investor Relations Contact: Beth Roberts, Carnival Corporation,
eroberts@carnival.com, (305) 406-483



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