Carnival Corporation & plc Announces Closing of an Equity Offering and Repurchase of Convertible Notes

MIAMI, Aug. 7, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), one particular of the world’s largest leisure journey corporations, nowadays announced that Carnival Company (the “Company”) has shut its beforehand announced registered immediate providing of 93,663,808 shares of its widespread inventory at a selling price of $14.02 for each share to a minimal quantity of holders of its 5.75% Convertible Senior Notes owing 2023 (the “Convertible Notes”). The Company applied the proceeds from this closing to repurchase $836,284,000 principal amount of its Convertible Notes in privately negotiated transactions.

The Company expects to close an added 5.5 million shares as component of the registered immediate providing on August 10, 2020.  The Company intends to use the proceeds from the August 10^th closing to repurchase an added $49.3 million principal amount of its Convertible Notes in a privately negotiated transaction. 

Subsequent these observe repurchases, an mixture of $one,126,911,000 principal amount of the Corporation’s Convertible Notes will remain remarkable.

Goldman Sachs & Co. LLC acted as the exceptional placement agent for the registered immediate providing. PJT Partners LP served as unbiased monetary advisor to the Company for the registered immediate providing. A shelf registration assertion relating to the shares was beforehand submitted with the U.S. Securities and Trade Fee (“SEC“) and is successful. The registered immediate providing was designed only by usually means of a prospectus supplement and an accompanying foundation prospectus. A prospectus supplement and accompanying foundation prospectus relating to the registered immediate providing have been submitted with the SEC and are available on the SEC’s site at www.sec.gov. Copies of the prospectus supplement and accompanying foundation prospectus relating to the registered immediate providing may perhaps be obtained from Goldman Sachs & Co. LLC, Prospectus Section, two hundred West Road, New York, New York 10282, telephone: one-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] mail.gs.com).

This press release does not constitute an give to market or a solicitation of an give to buy shares of widespread inventory or any other securities and shall not constitute an give, solicitation or sale in any jurisdiction in which these kinds of an give, solicitation or sale would be unlawful prior to the registration and qualification below the securities regulations of these kinds of point out or jurisdiction.

About Carnival Company & plc

Carnival Corporation & plc is one particular of the world’s largest leisure journey corporations with a portfolio of 9 of the world’s primary cruise traces. With operations in North The us, Australia, Europe and Asia, its portfolio features Carnival Cruise Line, Princess Cruises, Holland The us Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (Uk) and Cunard.

Cautionary Take note Concerning Variables That Could Impact Long run Benefits

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press release, as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this document are “forward-looking statements” that require hazards, uncertainties and assumptions with respect to us, such as some statements relating to the funding transactions described herein, foreseeable future results, operations, outlooks, options, goals, name, funds flows, liquidity and other events which have not still happened. These statements are meant to qualify for the safe harbors from liability presented by Segment 27A of the Securities Act of 1933 and Segment 21E of the Securities Trade Act of 1934. All statements other than statements of historic facts are statements that could be considered forward-looking. These statements are primarily based on present-day expectations, estimates, forecasts and projections about our business and the business in which we work and the beliefs and assumptions of our administration. We have tried out, every time attainable, to detect these statements by working with phrases like “will,” “may perhaps,” “could,” “must,” “would,” “believe that,” “is dependent,” “anticipate,” “aim,” “anticipate,” “forecast,” “job,” “foreseeable future,” “intend,” “program,” “estimate,” “target,” “indicate,” “outlook,” and very similar expressions of foreseeable future intent or the damaging of these kinds of terms.

Forward-looking statements include these statements that relate to our outlook and monetary situation such as, but not minimal to, statements about:

Due to the fact forward-looking statements require hazards and uncertainties, there are several variables that could trigger our actual results, effectiveness or achievements to differ materially from these expressed or implied by our forward-looking statements. This observe is made up of critical cautionary statements of the known variables that we look at could materially impact the accuracy of our forward-looking statements and adversely impact our business, results of operations and monetary situation. In addition, several of these hazards and uncertainties are presently amplified by and will go on to be amplified by, or in the foreseeable future may perhaps be amplified by, the COVID-19 outbreak. It is not attainable to predict or detect all these kinds of hazards. There may perhaps be added hazards that we look at immaterial or which are mysterious. These variables include, but are not minimal to, the pursuing:

• COVID-19 has had, and is predicted to go on to have, a substantial influence on our monetary condition and operations, which impacts our potential to attain satisfactory funding to fund resulting reductions in funds from operations. The present-day, and unsure foreseeable future, influence of the COVID-19 outbreak, such as its outcome on the potential or want of men and women to journey (such as on cruises), is predicted to go on to influence our results, operations, outlooks, options, goals, advancement, name, litigation, funds flows, liquidity, and inventory selling price
• As a final result of the COVID-19 outbreak, we have paused our guest cruise operations, and if we are unable to re-commence regular operations in the near-expression, we may perhaps be out of compliance with a maintenance covenant in certain of our personal debt services as of Could 31, 2021
• World events impacting the potential or want of men and women to journey may perhaps lead to a decline in need for cruises
• Incidents relating to our ships, friends or the cruise trip business as well as adverse weather situations and other natural disasters may perhaps influence the fulfillment of our friends and crew and lead to reputational harm
• Variations in and non-compliance with regulations and regulations below which we work, these kinds of as these relating to well being, surroundings, security and security, information privateness and protection, anti-corruption, economic sanctions, trade protection and tax may perhaps lead to litigation, enforcement actions, fines, penalties, and reputational harm
• Breaches in information security and lapses in information privateness as well as disruptions and other damages to our principal offices, details technology operations and program networks and failure to maintain rate with developments in technology may perhaps adversely influence our business operations, the fulfillment of our friends and crew and lead to reputational harm
• Capacity to recruit, acquire and keep competent shipboard staff who reside away from household for extended durations of time may perhaps adversely influence our business operations, guest expert services and fulfillment
• Boosts in gasoline costs, adjustments in the forms of gasoline eaten and availability of gasoline offer may perhaps adversely influence our scheduled itineraries and costs
• Fluctuations in foreign currency trade costs may perhaps adversely influence our monetary results
• Overcapacity and levels of competition in the cruise and land-primarily based trip business may perhaps lead to a decline in our cruise gross sales, pricing and location choices
• Geographic areas in which we try out to grow our business may perhaps be gradual to acquire or eventually not acquire how we anticipate
• Lack of ability to put into practice our shipbuilding programs and ship repairs, maintenance and refurbishments may perhaps adversely influence our business operations and the fulfillment of our friends

The ordering of the risk variables set forth higher than is not meant to mirror our indication of priority or chance.

Forward-looking statements must not be relied upon as a prediction of actual results. Issue to any continuing obligations below applicable legislation or any suitable inventory trade regulations, we expressly disclaim any obligation to disseminate, right after the date of this document, any updates or revisions to any these kinds of forward-looking statements to mirror any transform in expectations or events, situations or instances on which any these kinds of statements are primarily based.

SOURCE Carnival Company & plc

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Resource Carnival Company & plc

Roger Frizzell, Carnival Company, [email protected], (305) 406-7862 Mike Flanagan, LDWW, [email protected], (727) 452-4538