REG-Carnival PLC: Carnival Corporation & plc Announces Closing of Notes

CarnivalAnnouncement

03/11/2021 07:05

Carnival Corporation & plc Announces Closing of $2.0 Billion 6% Senior
Unsecured Notes due 2029, Funding Upcoming Debt Maturities

MIAMI, Nov. 2, 2021 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
today announced that Carnival Corporation (the "Company") has closed its
private offering of $2 billion aggregate principal amount of 6% senior
unsecured notes due 2029 (the "Senior Unsecured Notes").

The Senior Unsecured Notes will pay interest semi-annually on May 1 and
November 1 of each year, beginning on May 1, 2022, at a rate of 6% per year
and are callable beginning November 1, 2024.  The Senior Unsecured Notes are
unsecured and will mature on May 1, 2029.

The Company expects to use the net proceeds from the offering of the Senior
Unsecured Notes to make scheduled principal payments on debt during fiscal
2022 and for general corporate purposes, including, without limitation, making
repayments of its indebtedness, the financing or refinancing of a portion of
the purchase price, rental payments, costs and expenses related to certain of
its current and future property, plant and equipment (including leased assets
and vessels) and their maintenance, repair, replacement and improvements, as
well as any other payments related to its vessels' ready-for-sea costs, in
each case to the extent such amounts are not covered by the Company's existing
and future export credit facilities.

The Senior Unsecured Notes were 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 Senior Unsecured 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 a solicitation of
an offer to buy the Senior Unsecured Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction in which
such an offer, solicitation or sale would be unlawful.

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

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, 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," "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                                                    • Goodwill, ship and trademark fair values                                                                   
 • Booking levels                                             • Liquidity and credit ratings                                                                               
 • Occupancy                                                  • Adjusted earnings per share                                                                                
 • Interest, tax and fuel expenses                            • Return to guest cruise operations                                                                          
 • Currency exchange rates                                    • Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations    
 • Estimates of ship depreciable lives and residual 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 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;
* 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;
* Inability to implement our shipbuilding programs and ship repairs,
maintenance and refurbishments may adversely impact our business operations
and the satisfaction of our guests; and
* 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, 2021 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
SEC on April 7, 2021, June 28, 2021 and September 30, 2021.
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.

SOURCE Carnival Corporation & plc

CONTACT: Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538



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