Carnival Corporation & plc announces the price of a $ 2.4 billion offering of 4.0% senior secured notes to refinance a portion of its existing 11.5% notes and extend maturities

MIAMI, July 21, 2021 / PRNewswire / – Carnival Corporation & plc (NYSE / LSE: CCL; NYSE: CUK) today announced that Carnival Corporation (the “Issuer”) has priced its private offering of $ 2,405.5 million 4000% aggregate principal amount of Senior Senior Secured Notes due 2028 (the “New Notes”). The New Securities offer should close on July 26, 2021 subject to customary closing conditions.

The New Bonds will pay interest semi-annually on February 1st and August 1 of each year, from February 1, 2022, at the rate of 4,000% per year. The New Bonds will mature on August 1, 2028. The Issuer expects to use the net proceeds of the New Bonds offering to finance its previously announced public tender offer to purchase up to $ 2,004,000,000 aggregate principal amount of 11.500% of the senior senior secured notes due 2023 (the “2023 Notes”) and the related solicitation of consent, and payment of accrued and unpaid interest on the 2023 Notes accepted for purchase and related fees and expenses. The 4000% interest rate on the New Bonds will replace the existing debt bearing a coupon of 11.500% and generate $ 135 million interest savings annually.

The New Bonds will be fully and unconditionally guaranteed, jointly and severally, by Carnival plc and certain of the subsidiaries of the Issuer and Carnival plc which own or operate our vessels and the material intellectual property and which secure the existing first priority secured debt of the Issuer and the second priority guaranteed debt. In addition, the New Bonds and associated guarantees will be secured by a first priority lien on the guarantee, which includes, without limitation, pledges on the share capital of each subsidiary guarantor, mortgages on a substantial majority of the vessels and related ship warranties. , significant intellectual property and pledges on other ship-related assets, including inventory, trade receivables, computer software and casino equipment.

The New Securities are only offered to persons reasonably suspected of being qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside United States, only to non-US investors in accordance with Regulation S of the Securities Act.

The New Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold on United States the lack of 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 New Bonds or any other security and does not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be illegal. This press release does not constitute an offer to buy or the solicitation of an offer to sell the 2023 Notes, and it does not constitute a solicitation of consents with respect to the 2023 Notes. PJT Partners LP is acting as independent financial advisor to the Issuer and Carnival plc.

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 about us, including certain statements regarding the financing transactions described herein, future results, operations, outlook, plans, goals, reputation, cash flow, liquidity and other events that have not yet occurred. These statements are intended to qualify for the havens of 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 fact are statements that could be considered 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, where possible, to identify these statements by using words like “will”, “may”, “could”, “should”, “should”, “believe”, “depend”, “” anticipate “,” foresee “,” project “,” future “,” intend “,” plan “,” estimate “,” target “,” indicate “,” outlook “and similar expressions of future intention or such terms.

Forward-looking statements include statements relating to our prospects and financial condition, including, but not limited to, statements regarding:

• Price

• Goodwill, vessels and fair brand values

• Reservation levels

• Liquidity and credit ratings

• Occupation

• Adjusted earnings per share

• Interest, taxes and fuel costs

• Exchange rate

• Estimates of depreciation times and residual values ​​of vessels

• Return to guest cruise operations

• Impact of the global coronavirus pandemic COVID-19 on our financial position and our operating results

Because forward-looking statements involve risks and uncertainties, many factors 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 cautions regarding known factors which, in our opinion, could significantly affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial condition. Additionally, many of these risks and uncertainties are currently magnified by and will continue to be magnified by, or may in the future be magnified by the COVID-19 outbreak. It is not possible to predict or identify all of these risks. There may be additional risks which we consider to be 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, impacting our ability to obtain acceptable financing to fund the resulting reductions in operating cash flow. The current and uncertain future impact of the COVID-19 outbreak, including its effect on people’s ability or desire to travel (including cruising), is expected to continue to impact our bottom line, operations, outlook, plans, goals, reputation, litigation, cash flow, liquidity and share price;
  • Due to the COVID-19 outbreak, we may not be in compliance with one or more covenants to maintain some of our credit facilities, with the next test date of November 30, 2022;
  • Global events affecting people’s ability or desire to travel have led and may continue to lead to a decline in demand for cruises;
  • Incidents involving our ships, our guests or the cruise industry as well as adverse weather conditions and other natural disasters have in the past and may in the future have an impact on the satisfaction of our guests and our crew and damage our reputation;
  • Changes in and failure to comply with the laws and regulations under which we operate, such as those relating to health, environment, safety and security, privacy and data protection, anti-corruption, economic sanctions, trade protection and taxation have had in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and damage to reputation;
  • Data security breaches and breaches in data privacy as well as disruption and other damage to our main offices, IT operations and system networks, including recent ransomware incidents, and failure to keep pace technological developments may have a negative impact on our business operations, the satisfaction of our guests and our crew and may damage reputation;
  • The ability to recruit, develop and retain qualified flight attendants who live away from home for extended periods of time can negatively impact our business operations, guest services and satisfaction;
  • Increases in fuel prices, changes in the types of fuel consumed and the availability of fuel supplies may negatively impact our routes and scheduled costs;
  • Fluctuations in exchange rates may have a negative impact on our financial results;
  • Overcapacity and competition in the cruise and land vacation industry can lead to a decline in our cruise sales, fares and destination options;
  • Failure to implement our shipbuilding programs and ship repairs, maintenance and renovations may negatively impact our business operations and customer satisfaction; and
  • the risk factors included in the annual report of Carnival Corporation and Carnival plc on Form 10-K filed with the SEC on January 26, 2021 and Carnival Corporation and Carnival plc quarterly reports on Form 10-Q filed with the SEC on April 7, 2021 and June 28, 2021.

The order of the risk factors shown above is not intended to reflect our indication of priority or likelihood.

Forward-looking statements should not be taken as a prediction of actual results. Subject to any continuing obligation under applicable law or any relevant stock market rule, we expressly disclaim any obligation to release, after the date of this document, any update or revision to these forward-looking statements to reflect any changes in expectations or the events, conditions or circumstances upon which these statements are based.

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 largest cruise lines sailing to seven continents. With operations in North America, Australia, Europe and Asia, its portfolio includes Carnival Cruise Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

SOURCE Carnival Corporation & plc

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