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

CarnivalAnnouncement

18/10/2022 13:00

Carnival Corporation & plc Announces Offering of $1.25 Billion Senior Priority
Notes due 2028 to be Issued by Carnival Holdings (Bermuda) Limited for
Refinancing

MIAMI (October 18, 2022) -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) today announced that Carnival Holdings (Bermuda) Limited (the
“Issuer”), a subsidiary of Carnival Corporation (the “Company”), has
commenced a private offering of $1.25 billion aggregate principal amount of
Senior Priority Notes due 2028 (the “Senior Priority Notes”).

The Senior Priority Notes will be fully and unconditionally guaranteed on an
unsecured basis, jointly and severally, by the Company, Carnival plc and
certain of the Company’s and Carnival plc’s subsidiaries that guarantee
substantially all of the Company’s other indebtedness.

In connection with the offering of the Senior Priority Notes, the Company and
its subsidiaries will contribute 12 unencumbered vessels with an aggregate net
book value of approximately $8.2 billion (as of September 30, 2022) to the
Issuer, with each of these vessels continuing to be operated under one of the
Company’s, Carnival plc’s or one of their subsidiaries’ brands.

The Company expects to use the net proceeds of the offering to make principal
payments on debt and for general corporate purposes. The Company may use all
or a portion of the net proceeds to temporarily repay amounts outstanding
under the Company’s revolver.

The Senior Priority 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 Senior Priority 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.

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

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy the Senior Priority Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale would be unlawful. This press release is
issued solely to comply with disclosure obligations under UK law and contains
inside information (for the purposes of applicable UK law).

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, P&O
Cruises (Australia), Seabourn, 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,” “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                                                   * 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, and in the future may continue to be, amplified
by COVID-19. 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. The current, and uncertain future,
impact of COVID-19, 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;
* events and conditions around the world, including war and other military
actions, such as the current 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;
* incidents concerning our ships, guests or the cruise industry 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;
* 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 employees, our inability to recruit or retain qualified
shoreside and shipboard employees 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 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 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 27, 2022 and Carnival
Corporation’s and Carnival plc’s Quarterly Reports on Form 10-Q filed with
the SEC on March 28, 2022, June 29, 2022 and September 30, 2022.
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-related statements may be based on standards
for measuring progress that are still developing, internal controls and
processes that continue to evolve, and assumptions that are subject to change
in the future.

SOURCE Carnival Corporation & plc

Carnival Corporation & plc Media Contacts: Jody Venturoni, Carnival
Corporation, jventuroni@carnival.com, (469) 797-6380; Ellie Beuerman, LDWW,
ellie@ldww.co, (214) 758-7001

Carnival Corporation & plc Investor Relations Contact:  Beth Roberts,
Carnival Corporation, eroberts@carnival.com, (305) 406-4832



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