REG-Carnival PLC: Carnival Corporation Public Offering of Common Stock

CarnivalAnnouncement

10/11/2020 14:15

Carnival Corporation Public Offering of Common Stock

MIAMI, Nov. 10, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) announce that following the completion on October 30, 2020 of
the sale of 67.1million shares of Carnival Corporation common stock under its
previous $1 billion "at-the-market" equity offering program, Carnival
Corporation has filed a prospectus supplement with the U.S. Securities and
Exchange Commission (the "Commission"). Under the prospectus supplement,
Carnival Corporation may offer and sell shares of its common stock, through
any of its Sales Agents (the "Shares"), having an aggregate offering price of
up to $1.5 billion from time to time through an "at-the-market" equity
offering program (the "New ATM Offering"). Carnival Corporation expects to use
the net proceeds from sales of Shares under the New ATM Offering for general
corporate purposes. The timing of any sales will depend on a variety of
factors. J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the "Sales
Agents") are acting as sales agents under the New ATM Offering. PJT Partners
is serving as independent financial advisor to Carnival Corporation.

The New ATM Offering was registered under the U.S. Securities Act of 1933, as
amended, pursuant to a registration statement on Form S-3 (File Nos.
333-322555 and 333-332555-01) (the "Registration Statement") filed by Carnival
Corporation and Carnival plc with the Commission on March 9, 2018. The terms
of the New ATM Offering are described in the prospectus dated March 9, 2018,
as supplemented by the prospectus supplement dated November 10, 2020. 

In connection with the New ATM Offering, on November 10, 2020, Carnival
Corporation and Carnival plc entered into an equity distribution agreement
(the "Equity Distribution Agreement") with the Sales Agents. The Equity
Distribution Agreement contains customary representations, covenants and
indemnification provisions. A copy of the Equity Distribution Agreement is as
Exhibit 1.1 to the Current Report on Form 8-K filed by Carnival Corporation
and Carnival with the Commission on November 10, 2020, and the descriptions of
the material terms of the Equity Distribution Agreement therein are qualified
in their entirety by reference to such Exhibit, which is incorporated by
reference into this Current Report on Form 8-K and the Registration Statement.

The legality opinions of Tapia, Linares y Alfaro, Maples and Calder and
Freshfields Bruckhaus Deringer LLP, issued in connection with the New ATM
Offering, are as Exhibits 5.1, 5.2 and 5.3, respectively, to the Current
Report on Form 8-K filed by Carnival Corporation and Carnival with the
Commission on November 10, 2020 and are incorporated by reference into the
Registration Statement.

This announcement and the Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy any Shares under the
Equity Distribution Agreement nor shall there be any sale of such Shares in
any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.

A copy of the prospectus supplement has been submitted to the National Storage
Mechanism, and will shortly be available for inspection
at www.morningstar.co.uk/uk/NSM. A copy of the prospectus supplement and the
Current Report on Form 8-K filed with the Commission is also available in the
Investor Relations section of the Carnival Corporation & plc website
at www.carnivalcorp.com or www.carnivalplc.com, within SEC Filings under
the Financial Information
section.                                           

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



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