REG-Carnival PLC: Carnival Equity Offering, Repurchase of Notes

CarnivalAnnouncement

06/08/2020 07:05

Carnival Corporation & plc Announces an Equity Offering and Repurchase of
Convertible Notes

MIAMI, Aug. 6, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK), one of the world's largest leisure travel companies, today
announced that Carnival Corporation (the "Corporation") priced a registered
direct offering (the "Offering") of an aggregate of 99,185,968 shares (the
"Shares") of its common stock at a price of $14.02 per share to a limited
number of holders (the "Holders") of its 5.75% Convertible Senior Notes due
2023 (the "Convertible Notes"). The Corporation intends to use the proceeds
from the Offering to repurchase from such Holders an aggregate of $885,589,000
principal amount of its Convertible Notes (the "Note Repurchases," and
collectively with the Offering, the "Transactions") in privately negotiated
transactions.

On a net basis, the Corporation will not receive any proceeds from the
Transactions and will pay customary fees and expenses in connection therewith.
Therefore, the Transactions will not have a material impact on the
Corporation's cash position. Following the Note Repurchases, an aggregate of
$1,126,911,000 principal amount of the Corporation's Convertible Notes will
remain outstanding.

The Offering is expected to close on August 7, 2020 (except with respect to
5.5 million Shares which is expected to close on August 10, 2020), subject to
customary closing conditions. The Note Repurchases are expected to close
promptly following the closing of the Offering (except with respect to $49.3
million aggregate principal amount of the Note Repurchases which is expected
to close on August 10, 2020), subject to customary closing conditions.

Goldman Sachs & Co. LLC is acting as the exclusive placement agent for the
Offering. PJT Partners LP is serving as independent financial advisor to the
Corporation for the Offering. A shelf registration statement relating to the
Shares was previously filed with the U.S. Securities and Exchange Commission
("SEC") and is effective. The Offering was made only by means of a prospectus
supplement and an accompanying base prospectus. A preliminary prospectus
supplement and accompanying base prospectus relating to the Offering have been
filed, and a final prospectus supplement will be filed with the SEC and will
be available on the SEC's website at www.sec.gov. Copies of the preliminary
prospectus supplement and accompanying base prospectus relating to the
Offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department,
200 West Street, New York, New York 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy shares of common stock 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 prior to the registration and
qualification under the securities laws of such state or jurisdiction.

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 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, we may be out of compliance with a maintenance covenant in certain
of our debt facilities as of May 31, 2021
*
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.

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



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