TIDMCCL 
 
Carnival Corporation & plc Announces Offering of Convertible Senior Notes due 
                     2027 for Refinancing 2024 Maturities 
 
For refinancing 2024 Maturities 
 
MIAMI, Nov. 16, 2022 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
today announced that Carnival Corporation (the "Company") has commenced a 
private offering of $1 billion aggregate principal amount of convertible senior 
notes due 2027 (the "Convertible Notes") to be used as part of the Company's 
2024 refinancing plan. 
 
The Convertible Notes will be fully and unconditionally guaranteed on a senior 
unsecured basis, jointly and severally, by Carnival plc and certain of the 
Company's and Carnival plc's subsidiaries that own or operate vessels and 
material intellectual property and that guarantee certain of the Company's 
other indebtedness, including its first-priority secured indebtedness and 
second-priority secured indebtedness. 
 
Prior to September 1, 2027 the Convertible Notes will be convertible at the 
holder's option only upon satisfaction of certain conditions and during certain 
periods. Thereafter, the Convertible Notes will be convertible at any time 
until the close of business on the second scheduled trading day immediately 
preceding the maturity date. Upon conversion, the Company will satisfy its 
conversion obligation by paying or delivering, at its election, as applicable, 
cash, shares of its common stock or a combination of cash and shares of its 
common stock. 
 
The Company may not redeem the Convertible Notes prior to December 5, 2025, 
except in the event of certain tax law changes. On or after December 5, 2025, 
the Company may redeem for cash all or part of the Convertible Notes if the 
last reported sale price of the Company's common stock exceeds 130% of the 
conversion price then in effect for at least 20 trading days (whether or not 
consecutive), including the trading day immediately preceding the date on which 
the Company provides notice of redemption, during the 30 consecutive trading 
day period ending on, and including, the trading day immediately preceding the 
date on which the Company provides notice of redemption. The redemption price 
will equal 100% of the principal amount of the Convertible Notes being 
redeemed, plus accrued and unpaid interest to, but excluding, the redemption 
date. 
 
The Company intends to grant the initial purchasers of the Convertible Notes an 
option to purchase, for settlement during a 13-day period beginning on, and 
including, the first day on which the Convertible Notes are issued, up to an 
additional $150 million aggregate principal amount of Convertible Notes. 
 
The Company expects to use the net proceeds of the offering to make principal 
payments on debt and for general corporate purposes. 
 
The Convertible Notes will be offered only to persons reasonably believed to be 
qualified institutional buyers in reliance on Rule 144A under the Securities 
Act of 1933, as amended (the "Securities Act").  The Convertible Notes and the 
shares of common stock issuable upon conversion of the Convertible Notes, if 
any, will not be registered under the Securities Act or any state securities 
laws and may not be offered or sold in the United States absent registration or 
an applicable exemption from the registration requirements of the Securities 
Act and applicable state laws. 
 
This press release shall not constitute an offer to sell or a solicitation of 
an offer to buy the Convertible Notes or any other securities and shall not 
constitute an offer, solicitation or sale in any jurisdiction in which such 
offer, solicitation or sale would be unlawful. This announcement contains 
inside information (for the purposes of applicable UK law). 
 
PJT Partners is serving as independent financial advisor to Carnival 
Corporation & plc. 
 
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. 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. 
 
Cautionary Note Concerning Factors That May Affect Future Results 
 
Carnival Corporation and Carnival plc and their respective subsidiaries are 
referred to collectively in this press release as "Carnival Corporation & plc," 
"our," "us" and "we." 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. These statements are intended to 
qualify for the safe harbors from liability provided by Section 27A of the 
Securities Act 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," "aspiration," "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     . Return to guest cruise operations 
  expenses 
 
. Currency exchange rates    . Impact of the COVID-19 coronavirus global 
                               pandemic on our financial condition and results 
. Estimates of ship            of operations 
  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, and in the future may continue to be, amplified by 
COVID-19. 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. The current, and uncertain 
    future, impact of COVID-19, 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; 
  * events and conditions around the world, including war and other military 
    actions, such as the current invasion of Ukraine, inflation, higher fuel 
    prices, higher interest rates and other general concerns impacting the 
    ability or desire of people to travel have led and may in the future lead, 
    to a decline in demand for cruises, impacting our operating costs and 
    profitability; 
  * incidents concerning our ships, guests or the cruise industry 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; 
  * factors associated with climate change, including evolving and increasing 
    regulations, increasing global concern about climate change and the shift 
    in climate conscious consumerism and stakeholder scrutiny, and increasing 
    frequency and/or severity of adverse weather conditions could adversely 
    affect our business; 
  * inability to meet or achieve our sustainability related goals, aspirations, 
    initiatives, and our public statements and disclosures regarding them, may 
    expose us to risks that may adversely impact our business; 
  * 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 may lead to reputational damage; 
  * the loss of key employees, our inability to recruit or retain qualified 
    shoreside and shipboard employees and increased labor costs could have an 
    adverse effect on our business and results of operations; 
  * increases in fuel prices, changes in the types of fuel consumed and 
    availability of fuel supply may adversely impact our scheduled itineraries 
    and costs; 
  * we rely on supply chain vendors who are integral to the operations of our 
    businesses. These vendors and service providers are also affected by 
    COVID-19 and may be unable to deliver on their commitments which could 
    impact our business; 
  * 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 27, 2022 and 
    Carnival Corporation's and Carnival plc's Quarterly Reports on Form 10-Q 
    filed with the SEC on March 28, 2022, June 29, 2022 and September 30, 2022. 
 
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. 
Forward-looking and other statements in this document may also address our 
sustainability progress, plans and goals (including climate change and 
environmental-related matters). In addition, historical, current and 
forward-looking sustainability-related statements may be based on standards for 
measuring progress that are still developing, internal controls and processes 
that continue to evolve, and assumptions that are subject to change in the 
future. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

November 16, 2022 02:00 ET (07:00 GMT)

Carnival (LSE:CCL)
Historical Stock Chart
Von Jan 2023 bis Feb 2023 Click Here for more Carnival Charts.
Carnival (LSE:CCL)
Historical Stock Chart
Von Feb 2022 bis Feb 2023 Click Here for more Carnival Charts.