REG-Carnival PLC: CCL Announce Marketing of Term Loan for a Refinancing

CarnivalAnnouncement

04/10/2021 13:10

Carnival Corporation and Carnival plc Announce Marketing of Term Loan Facility
for Refinancing Transaction

MIAMI (October 4, 2021) – Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) announce that its joint Current Report on Form 8-K was filed with the
U.S. Securities and Exchange Commission on October 4, 2021.  As described in
the joint Current Report on Form 8-K, on October 4, 2021, Carnival Corporation
(the “Company”) announced that it intends to commence the marketing of a
first-priority senior secured term loan facility (the “Term Loan
Facility”) with an original principal amount of $1.5 billion maturing in
2028.

The Company intends to use the proceeds from the Term Loan Facility to redeem
a portion of the Company’s 11.500% First Priority Senior Secured Notes due
2023 (the “2023 Notes”), including related accrued interest, fees and
expenses.  This disclosure does not constitute a notice of redemption with
respect to the 2023 Notes.

PJT Partners is serving as independent financial advisor to the Company.

A copy of the joint Current Report on Form 8-K is also available on the
Carnival Corporation & plc website
at www.carnivalcorp.com or www.carnivalplc.com.

Forward Looking Statements

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, 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,” “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;
* 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, June 28, 2021 and September 30, 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.

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

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