REG-Carnival PLC: Carnival Successful Results of Tender Offer

CarnivalAnnouncement

20/07/2021 07:05

Carnival Corporation & plc Announces Successful Results of Tender Offer for
its 11.5% Senior Secured Notes Due 2023 Subject to Refinancing Conditions

MIAMI, July 19, 2021 /PRNewswire/ -- Carnival Corporation & plc announced
today the successful early results for its consent solicitation and tender
offer for purchase of up to approximately $2.0 billion of the 11.5% First
Priority Senior Secured Notes, with 85.19% of consents received and $2.4
billion of Notes tendered.  As a result, the Supplemental Indenture was
executed.  The tender offer remains subject to financing conditions. 

Carnival Corporation & plc announced today the successful early results of
Carnival Corporation's (the "Issuer") previously announced Tender Offer to
purchase for cash up to $2,004,000,000 aggregate principal amount of its 11.5%
First Priority Senior Secured Notes due 2023 (the "Notes") (CUSIP Nos. 143658
BC5 / P2121V AE4; ISIN Nos. US143658BC57 / USP2121VAE40) and a solicitation of
Consents for proposed amendments to the Indenture governing the Notes. The
Tender Offer and the Consent Solicitation have been made upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated July 6, 2021 (the "Statement").

Capitalized terms not defined herein have the meanings attributed to them in
the Statement.

Consent Solicitation

The Issuer has obtained 85.19% of the Consents, thereby satisfying the
requirement that Holders of at least a majority in principal amount of the
Notes then outstanding provide consent to the Proposed Amendments. The Tender
Offer and Consent Solicitation remain subject to the other conditions set
forth in the Statement.  The Issuer may waive any of these conditions in its
sole discretion.  Payment for any Notes validly tendered pursuant to the
Tender Offer at each of the Early Settlement Date and Final Settlement Date
remain subject to the conditions in the Statement, including, among other
things, the Financing Condition. 

On July 16, 2021, the Requisite Consents were obtained. The Issuer, the
Guarantors, the Trustee and the Security Agent executed a supplement to the
Indenture (the "Supplemental Indenture") after 5:00 p.m., New York City time,
on July 16, 2021. The Supplemental Indenture became effective upon its
execution and delivery by the Issuer, the Guarantors, the Trustee and the
Security Agent but provides that the Proposed Amendments will not become
operative until the Issuer has accepted the Consents, has made arrangements to
pay the Consent Payments and all conditions to the closing of a financing
transaction that would satisfy the Financing Condition (other than the
Proposed Amendments becoming operative) have been satisfied or waived by the
Issuer in its sole discretion.

Subject to the conditions in the Statement, an aggregate cash payment
representing a Consent Payment of $1.25 per $1,000 principal amount of Notes
with respect to which the applicable Holder has provided its consent will be
payable to Holders of the Notes who validly (i) delivered Consents at or prior
to 5:00 p.m. on July 19, 2021 (the "Early Tender/Consent Deadline") (and did
not validly revoke their Consents at or prior to the Early Tender/Consent
Deadline), but did not tender their Notes in the Tender Offer or (ii) tendered
Notes at or prior to the Early Tender/Consent Deadline (without validly
withdrawing such tenders), including to the extent such Notes were not
accepted for purchase pursuant to the Tender Offer due to proration, in each
case subject to the terms and conditions of the Consent Solicitation. The
payments are expected to be made promptly following the satisfaction or waiver
of the conditions to consummation of the Tender Offer and the Consent
Solicitation, including the Financing Condition (the "Initial Settlement
Date").

No Consent shall be validly delivered, and therefore no Consent Payment shall
be made, after the Early Tender/Consent Deadline.

Tender Offer

The Issuer hereby announces that $2,406,791,000 in aggregate principal amount
of the Notes were validly tendered (and not validly withdrawn) prior to the
Early Tender/Consent Deadline. Such Notes will be accepted for repurchase up
to the Maximum Tender Amount, subject to proration, at a price of $1,142.50
per $1,000 of principal amount of Notes, plus accrued and unpaid interest from
the last interest payment date on such purchased Notes up to, but not
including, the Initial Settlement Date, subject to the conditions set forth in
the Statement. The Tender Offer is made upon the terms and conditions
described in the Statement, including, among other things, the Financing
Condition. 

Because the aggregate principal amount of all Notes tendered as of the Early
Tender/Consent Deadline exceeds the Maximum Tender Amount, the aggregate
principal amount of a Holder's validly tendered Notes accepted for purchase
will be subject to proration.  The Issuer will determine the aggregate
principal amount of a Holder's validly tendered Notes accepted for purchase on
a pro rata basis based on the aggregate principal amount of Notes tendered in
the Tender Offer.  Proration will be subject to maintaining $2,000 minimum
denominations of Notes.  To determine proration, the principal amount of
Notes tendered by a Holder to be prorated will be multiplied by the proration
factor and rounded down to the nearest $1,000.  If, after applying the
proration factor as described above, any Holder would be entitled to a credit
or return of a portion of the tendered Notes which is less than the minimum
authorized denomination for the Notes, then the Issuer may elect either to
accept all of the Notes tendered by that Holder without proration or to reject
the tender of such portion of the tendered Notes that would cause the Holder
to be entitled to a credit or return that is less than the minimum authorized
denomination for the Notes.

All payments for Notes validly tendered (and not validly withdrawn) and
accepted for purchase prior to the Early Tender/Consent Deadline will be made
on the Initial Settlement Date. The Tender Offer is subject to the conditions
set forth in the Statement.  The Issuer may waive any of these conditions in
its sole discretion.

Because the aggregate principal amount of all Notes tendered as of the Early
Tender/Consent Deadline exceeds the Maximum Tender Amount, the Issuer will not
accept for purchase any Notes tendered after the Early Tender/Consent
Deadline.

Other

This press release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell any securities. In
addition, this news release is not a solicitation of consents with respect to
the Proposed Amendments. The Tender Offer and the Consent Solicitation are
being made only pursuant to the Statement, copies of which will be delivered
to Holders. The Issuer has retained Citigroup Global Markets Inc. to serve as
global dealer manager and solicitation agent for the Tender Offer and BofA
Securities, Inc. and Goldman Sachs & Co. LLC to serve as the dealer managers
and solicitation agents for the Tender Offer. Questions regarding the Tender
Offer may be directed to Citigroup Global Markets Inc. at +1 (800) 558-3745
(toll free) or at +1 (212) 723-6106. Requests for documents may be directed to
Global Bondholder Services Corporation, the tender, tabulation and information
agent for the Tender Offer and the Consent Solicitation at Banks and Brokers
(212) 430-3774, (866) 470-3800 (toll free) or contact@gbsc-usa.com.

THE STATEMENT SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER AND CONSENT SOLICITATION. NONE OF THE ISSUER, THE
GUARANTORS, THE TRUSTEE, THE DEALER MANAGERS AND SOLICITATION AGENTS, THE
INFORMATION AGENT, THE TENDER AGENT, THE TABULATION AGENT, THE SECURITY AGENT
OR ANY PAYING AGENT, TRANSFER AGENT OR LISTING AGENT, MAKES ANY RECOMMENDATION
AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES OR PROVIDE THEIR
CONSENTS.

The Tender Offer does not constitute, and may not be used in connection with,
an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not permitted by law or in which the person making such offer
or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation.

In any jurisdiction where the securities, blue sky or other laws require
tender offers to be made by a licensed broker or dealer and in which the
dealer managers, or any affiliates thereof, are so licensed, the tender offer
will be deemed to have been made by any such dealer managers, or such
affiliates, on behalf of the Issuer.

Forward-Looking Statements

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. 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;
*
As a result of the COVID-19 outbreak, we may be out of compliance with one or
more maintenance covenants in certain of our debt facilities, with the next
testing date of November 30, 2022;
*
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 and June 28, 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.

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 sailing
to all seven continents. 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.

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



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