REG-Carnival PLC: Carnival Senior Secured Notes Announcement

CarnivalAnnouncement

08/04/2020 17:05

Carnival Corporation & plc Announces Closing of 11.500% First-Priority Senior
Secured Notes due 2023 and Exercise of Option for 5.75% Convertible Senior
Notes due 2023

MIAMI, April 8, 2020 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK), the world's largest leisure travel company, today announced
that Carnival Corporation (the "Corporation") has closed its private offering
of $4.00 billion aggregate principal amount of 11.500% First-Priority Senior
Secured Notes due 2023 (the "Secured Notes"). The Corporation also announced
today that the initial purchasers of the Corporation's previously announced
private offering of 5.75% Convertible Senior Notes due 2023 (the "Convertible
Notes") fully exercised the remainder of their option to purchase an
additional $62.5 million aggregate principal amount of the Convertible Notes.
The offering of the additional Convertible Notes closed today. The Corporation
expects to use the net proceeds from the offering of the Secured Notes and the
offering of the Convertible Notes for general corporate purposes.

The Secured Notes were offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities
Act, and outside the United States, only to non-U.S. investors pursuant to
Regulation S. The Convertible Notes were offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act.  The Secured Notes, the Convertible Notes and the shares
of common stock issuable upon conversion of the Convertible Notes, if any,
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 does not constitute an offer to sell or a solicitation of
an offer to buy the Secured Notes, the Convertible 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.

About Carnival Corporation & plc

Carnival Corporation & plc is the world's largest leisure travel company
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, growth, 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                                       

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 will continue to have, a materially adverse impact on
our financial condition and operations, which impacts our ability to obtain
acceptable financing to fund any resulting shortfalls 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), will continue to impact our results, operations, outlooks, plans,
goals, growth, reputation, cash flows, liquidity, and stock price
* 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.

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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