REG-Carnival PLC: Notice of Conversion Right, Supplemental Indenture

CarnivalAnnouncement

01/07/2020 13:30

June 30, 2020

CARNIVAL CORPORATION & PLC ANNOUNCES NOTICE OF CONVERSION RIGHT AND
SUPPLEMENTAL INDENTURE

Carnival Corporation & plc is disclosing Carnival Corporation has delivered
today a notice of conversion right and supplemental indenture (the
“Notice”) to the holders of its convertible notes, on Form 8-K with the
U.S. Securities and Exchange Commission (“SEC”).
* Schedule A contains Carnival Corporation & plc’s announcement of the
notice of conversion right and supplemental indenture.
The Directors consider that within the Carnival Corporation and Carnival plc
dual listed company arrangement, the most appropriate presentation of Carnival
plc's results and financial position is by reference to the Carnival
Corporation & plc U.S. GAAP consolidated financial statements.

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

The Form 8-K is available for viewing on the SEC website at www.sec.gov under
Carnival Corporation or Carnival plc or the Carnival Corporation & plc website
at www.carnivalcorp.com or www.carnivalplc.com.

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, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O
Cruises (UK) and Cunard.

Additional information can be found on www.carnivalcorp.com,
www.carnivalsustainability.com, www.carnival.com, www.princess.com,
www.hollandamerica.com, www.pocruises.com.au, www.seabourn.com,
www.costacruise.com, www.aida.de, www.pocruises.com and www.cunard.com.

SCHEDULE A

As previously disclosed, on April 6, 2020, Carnival Corporation issued
$2,012.5 million aggregate principal amount of its 5.75% Convertible Senior
Notes due 2023 (the “convertible notes”) pursuant to the Indenture, dated
as of April 6, 2020, among Carnival Corporation, Carnival plc, the subsidiary
guarantors party thereto and U.S. Bank National Association, as Trustee (the
“Convertible Notes Indenture”).

In accordance with the terms of the Convertible Notes Indenture, Carnival
Corporation delivered today a notice of conversion right and supplemental
indenture (the “Notice”) to the holders of its convertible notes.

In light of the ambiguity caused by the incorrect references to “calendar
quarter” in Section 14.01(b)(iv) of the Indenture described below, the
Company determined whether the sale price condition set forth in such section
had been satisfied as of the calendar quarter end of June 30, 2020 and
notified the holders that the Last Reported Sale Price (as defined in the
Convertible Notes Indenture) of the common stock of Carnival Corporation for
at least 20 Trading Days (as defined in the Convertible Notes Indenture)
(whether or not consecutive) during the period of 30 consecutive Trading Days
ending on the last Trading Day of the calendar quarter ended June 30, 2020 was
greater than or equal to 130% of the Conversion Price (as defined in the
Convertible Notes Indenture) on each applicable Trading Day. As a result, the
holders are now entitled to convert all or any portion of their convertible
notes at any time during the calendar quarter starting on July 1, 2020 and
ending on September 30, 2020, at the conversion rate of 100.0000 shares of
common stock of the Carnival Corporation per $1,000 principal amount of
convertible notes.

Additionally, in order to correct a mistake and inconsistency in the
Convertible Notes Indenture, Carnival Corporation, Carnival plc, the
subsidiary guarantors party thereto and U.S. Bank National Association, as
Trustee entered into a First Supplemental Indenture to the Indenture, dated as
of June 30, 2020 (the “First Supplemental Indenture”). The First
Supplemental Indenture amends Section 14.01(b)(iv) of the Indenture to
reference the fiscal quarters of Carnival Corporation instead of calendar
quarters in determining the periods during which the convertible notes may be
convertible. The intent of the parties to the Indenture was to refer to the
“fiscal quarters” of the Company in Section 14.01(b)(iv), and the
reference therein to May 31, 2020, which is the end of the Company’s second
fiscal quarter, is correct. Following the execution of the First Supplemental
Indenture, Section 14.01(b)(iv) of the Convertible Notes Indenture provides
that a holder may convert all or any portion of its convertible notes during
any fiscal quarter of Carnival Corporation if the Last Reported Sale Price of
the common stock of Carnival Corporation for at least 20 Trading Days (whether
or not consecutive) during the period of 30 consecutive Trading Days ending on
the last Trading Day of the immediately preceding fiscal quarter of the
Carnival Corporation was greater than or equal to 130% of the Conversion Price
on each applicable Trading Day. The first such fiscal quarter following the
execution of this First Supplemental Indenture shall end on August 31, 2020.
Notwithstanding this amendment, the First Supplemental Indenture provides that
a Holder may surrender all or any portion of its Notes for conversion at any
time during the calendar quarter commencing on July 1, 2020 and ending on
September 30, 2020, as set forth above.

The foregoing description of the Notice is not complete and is qualified in
its entirety by reference to the Notice, which is filed as Exhibit 99.1, to
this report and incorporated herein by reference.

The foregoing description of the First Supplemental Indenture is not complete
and is qualified in its entirety by the full text of the First Supplemental
Indenture, which will be filed with the next joint periodic report of Carnival
Corporation and Carnival plc.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are
referred to collectively in this this Current Report on Form 8-K, including
the Exhibits hereto (collectively, this “document”), 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, and further extend covenant waivers for certain agreements for
which waivers do not currently cover periods after March 2021 (if needed), we
may be out of compliance with a maintenance covenant in certain of our debt
facilities
* 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.



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