REG-Carnival PLC: Carnival Corporation Announces Loan Closing

CarnivalAnnouncement

01/07/2020 07:05

June 30, 2020

CARNIVAL CORPORATION & PLC ANNOUNCES CLOSING OF $1.86 BILLION AND €800
MILLION FIRST-PRIORITY SENIOR SECURED TERM LOAN FACILITY

Carnival Corporation & plc is disclosing that Carnival Corporation has entered
into a term loan agreement with, among others, JPMorgan Chase Bank, N.A., as
administrative agent, and U.S. Bank National Association, as security agent
(the “Loan Agreement”), on Form 8-K with the U.S. Securities and Exchange
Commission (“SEC”).
* Schedule A contains Carnival Corporation & plc’s announcement of the Loan
Agreement.
The Directors consider that within the Carnival Corporation and Carnival plc
dual listed company arrangement, the most appropriate presentation of Carnival
plc's results and financial position is by reference to the Carnival
Corporation & plc U.S. GAAP consolidated financial statements.

MEDIA CONTACT                                           
                                   INVESTOR RELATIONS
CONTACT
Roger Frizzell                                         
                                              Beth
Roberts
001 305 406 7862                                         
                                       001 305 406 4832

The Form 8-K is available for viewing on the SEC website at www.sec.gov under
Carnival Corporation or Carnival plc or the Carnival Corporation & plc website
at www.carnivalcorp.com or www.carnivalplc.com.

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, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O
Cruises (UK) and Cunard.

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

SCHEDULE A

On June 30, 2020, Carnival Corporation (together with Carnival plc, the
“Company,” “we,” “us,” or “our”) and Carnival Finance, LLC, a
Delaware limited liability company and subsidiary of Carnival Corporation (the
“Co-Borrower”), entered into a term loan agreement with, among others,
JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National
Association, as security agent (the “Loan Agreement”).

The Loan Agreement provides for a first-priority senior secured term loan
facility (the “Term Loan Facility”), under which Carnival Corporation
borrowed in two tranches in the aggregate principal amounts of $1,860 million
and €800 million, respectively, which will mature on June 30, 2025.

All outstanding amounts under the Term Loan Facility funded in U.S. dollars
bear interest at a rate per annum equal to adjusted LIBOR with a 1.00% floor,
plus a margin equal to 7.5%. All outstanding amounts under the Term Loan
Facility funded in Euros will bear interest at a rate per annum equal to
EURIBOR with a 0.00% floor, plus a margin equal to 7.5%.

Subject to certain exceptions and reinvestment rights, the Loan Agreement
requires mandatory prepayments of 100% of the net cash proceeds from certain
asset sales and certain casualty and condemnation events.

If Carnival Corporation prepays principal amounts under the Term Loan Facility
(i) on or before the first anniversary of funding, Carnival Corporation will
also be required to pay a “make whole” prepayment premium (calculated
using a discount rate based upon the yield of certain U.S. treasury securities
plus 0.50%) on the principal amount of term loans so prepaid and (ii) after
the first anniversary of funding but on or prior to the second anniversary of
funding, Carnival Corporation will also be required to pay a prepayment
premium equal to 2% of the principal amount of loans so prepaid.  Prepayments
of principal amounts under the Term Loan Facility on or after to the second
anniversary of funding are not subject to premium or penalty.

Obligations under the Loan Agreement are guaranteed, jointly and severally, on
a first-priority senior secured basis, by Carnival plc and the same
subsidiaries of Carnival Corporation and Carnival plc that guarantee Carnival
Corporation’s 11.500% First-Priority Senior Secured Notes due 2023 (the
“Secured Notes”), which consist of the entities that own or operate the
Company’s vessels and material intellectual property.  In the future, each
of Carnival Corporation’s and Carnival plc’s subsidiaries (other than
immaterial subsidiaries) that becomes an issuer, borrower, obligor or
guarantor under certain other indebtedness of Carnival Corporation, Carnival
plc or any other guarantor, including, in each case, indebtedness in an
aggregate principal amount in excess of $250 million, will be required to
guarantee the Loan Agreement.

Obligations under the Loan Agreement are secured by first-priority security
interests in the collateral, which generally includes (i) shares of capital
stock of each subsidiary guarantor, subject to customary limitations; (ii) 85
of the vessels currently owned or operated by Carnival Corporation, Carnival
plc and the other guarantors including assignments of insurance claims and
earnings in respect of such vessels; (iii) the material intellectual property
currently owned or controlled by Carnival Corporation, Carnival plc and the
other guarantors; (iv) other assets of Carnival Corporation, Carnival plc and
the other guarantors consisting of inventory, trade receivables, intangibles,
computer software and casino equipment, in each case associated with the
vessels being mortgaged; and (v) other assets on which Carnival Corporation,
Carnival plc, the Co-Borrower and the other guarantors may elect from time to
time to grant a lien securing the obligations under the Loan Agreement,
subject to permitted liens and certain exclusions and release provisions as
further described in the Loan Agreement and the related security documents. 
The security interests are subject to an intercreditor agreement governing the
rights and priorities of the secured parties under the Loan Agreement and the
holders of certain other indebtedness, including the Secured Notes,
outstanding on the date hereof or incurred in the future.

The Loan Agreement contains covenants that limit the ability of Carnival
Corporation, Carnival plc and their restricted subsidiaries to, among other
things: (i) incur additional indebtedness or issue certain preferred shares;
(ii) make dividend payments on or make other distributions in respect of their
capital stock or make other restricted payments; (iii) make certain
investments; (iv) sell certain assets; (v) create liens on their assets; (vi)
consolidate, merge, sell or otherwise dispose of all or substantially all of
their assets; and (vii) enter into certain transactions with their affiliates.
These covenants are subject to a number of important limitations and
exceptions.

The Loan Agreement sets forth certain events of default after which the Loan
Agreement may be declared immediately due and payable and sets forth certain
types of bankruptcy or insolvency events of default involving Carnival
Corporation, Carnival plc, the Co-Borrower, any of our or Carnival plc’s
significant subsidiaries or any group of our or Carnival plc’s subsidiaries
that, taken together, would constitute a significant subsidiary after which
the Loan Agreement becomes automatically due and payable.

The description of the Loan Agreement above is qualified in its entirety by
reference to the text of the Loan Agreement, which will be filed with the next
joint periodic report of Carnival Corporation and Carnival plc.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are
referred to collectively in this this Current Report on Form 8-K, including
the Exhibits hereto (collectively, this “document”), 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, 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.



Copyright (c) 2020 PR Newswire Association,LLC. All Rights Reserved