REG-Carnival PLC: Carnival Corp Announces New Credit Facility Arrangement

CarnivalAnnouncement

01/03/2023 14:15

Carnival Corporation & plc Announces Arrangement of New Forward Starting $2.1
Billion Revolving Credit Facility

MIAMI, March 1, 2023 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) (the "Company") today announced that it has successfully
arranged a new forward starting $2.1 billion multi-currency revolving credit
facility (the "New Revolver"). The New Revolver will replace Carnival
Corporation's existing multi-currency revolving credit facility (the "Existing
Revolver") upon its maturity in August 2024. The New Revolver was issued by
the Carnival Corporation's subsidiary Carnival Holdings (Bermuda) II Limited
(the "Borrower") and has an initial term of one year, commencing August 2024,
with two, mutual one-year extension options. The new facility also contains an
accordion feature, allowing for additional commitments up to an aggregate of
$2.9 billion, which is the amount of the Existing Revolver.

"Our new facility enables us to retain the full benefit of our $2.9 billion
revolver until August 2024, while building on our base $2.1 billion commitment
over the next 18 months. The successful transaction is a direct reflection of
our strong bank relationships and confidence in our continuing return to
strong profitability, which we plan to utilize as a springboard to
deleveraging and returning to investment grade," said David Bernstein, Chief
Financial Officer.

The New Revolver will be unsecured and guaranteed on an unsecured basis by
Carnival Corporation, Carnival plc and the same subsidiaries of the Company
that guarantee the Existing Revolver. In connection with entering into the New
Revolver, the Company and its subsidiaries will contribute three unencumbered
vessels to the Borrower, with each of these vessels continuing to be operated
under one of the Company's brands. 

The New Revolver was co-coordinated by Bank of America, BNP Paribas and JP
Morgan. PJT Partners served as independent financial advisor to Carnival
Corporation & plc.

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.

Additional information can be found
on www.carnivalcorp.com, www.carnivalsustainability.com, www.aida.com, www.carnival.com, www.costacruise.com, www.cunard.com, www.hollandamerica.com, www.pocruises.com.au, www.pocruises.com, www.princess.com,
and www.seabourn.com.

Cautionary Note Concerning Factors That May Affect Future Results

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 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,
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                                     • Liquidity and credit ratings                               
 • Booking levels                              • Adjusted earnings per share                                
 • Occupancy                                   • Adjusted EBITDA                                            
 • Interest, tax and fuel expenses             • Adjusted Net Income (Loss)                                 
 • Currency exchange rates                     • Estimates of ship depreciable lives and residual values    
 • Goodwill, ship and trademark fair values    

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 as a result of 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 war and other military
actions, such as the invasion of Ukraine, 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, impacting 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-corruption, economic sanctions, trade
protection, labor and employment, and tax 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 sustainability related goals, aspirations,
initiatives, and our public statements and disclosures regarding them, 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 are also affected by COVID-19
and 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. 
* Failure to successfully implement our business strategy following our
resumption of guest cruise operations would negatively impact the occupancy
levels and pricing of our cruises and could have a material adverse effect on
our business. 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.
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: MEDIA, Jody Venturoni, +1 469 797 6380; INVESTOR RELATIONS, Beth
Roberts, +1 305 406 4832



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