TIDMCCL 
 
Carnival Corporation & plc Announces Closing of 5.75% Convertible Senior Notes 
due 2027 for Refinancing 2024 Maturities 
 
MIAMI, Nov. 18, 2022 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) 
announced that  Carnival Corporation (together with Carnival plc, the 
"Company," "we," "us," or "our") has closed its previously announced private 
offering (the "Convertible Notes Offering") to qualified institutional buyers 
of $1 billion aggregate principal amount of its 5.75% Convertible Senior Notes 
due 2027 (the "Convertible Notes"). Carnival Corporation has granted the 
initial purchasers of the Convertible Notes an option to purchase on or before 
November 30, 2022, up to an additional $150 million aggregate principal amount 
of Convertible Notes. 
 
The Convertible Notes were issued pursuant to an Indenture, dated as of 
November 18, 2022 (the "Indenture"), among Carnival Corporation, Carnival plc, 
the subsidiary guarantors party thereto and U.S. Bank Trust Company, National 
Association, as trustee. The Convertible Notes will pay interest semi-annually 
on June 1 and December 1 of each year, beginning on June 1, 2023, at a rate of 
5.75% per year. The Convertible Notes will mature on December 1, 2027, unless 
earlier repurchased, redeemed or converted. No sinking fund is provided for the 
Convertible Notes. 
 
The Convertible Notes are fully and unconditionally guaranteed, jointly and 
severally, on a senior unsecured basis by Carnival plc and certain of Carnival 
Corporation's and Carnival plc's subsidiaries that guarantee substantially all 
of the Company's indebtedness (the "Subsidiary Guarantors"). In the future, 
subject to certain exceptions, each of Carnival Corporation's and Carnival 
plc's subsidiaries (other than the Subsidiary Guarantors) that becomes an 
issuer, borrower, obligor or guarantor under certain other indebtedness for 
borrowed money of Carnival Corporation, Carnival plc or any other Subsidiary 
Guarantor, in each case, in an aggregate principal amount in excess of $250 
million, will be required to guarantee the Convertible Notes; provided, that 
any such subsidiary will not be required to become a guarantor if such 
subsidiary would not be required to provide a guarantee under certain of 
Carnival Corporation's, Carnival plc's or any Subsidiary Guarantor's capital 
markets indebtedness (which indebtedness excludes Carnival Corporation's 5.75% 
Convertible Senior Notes due 2023 and the 10.375% Senior Priority Notes due 
2028 issued by Carnival Holdings (Bermuda) Limited). 
 
The Convertible Notes are convertible by holders, subject to the conditions 
described below, into cash, shares of the common stock, par value $0.01 per 
share, of Carnival Corporation (the "Common Stock"), or a combination thereof, 
at Carnival Corporation's election. The initial conversion rate for the 
Convertible Notes is 74.6714 shares of Common Stock per $1,000 principal amount 
of Convertible Notes, equivalent to an initial conversion price of 
approximately $13.39 per share of Common Stock. The conversion rate is subject 
to customary anti-dilution adjustments but will not be adjusted for any accrued 
and unpaid interest. In addition, holders who elect to convert their 
Convertible Notes in connection with certain corporate events or a notice of a 
tax redemption are, under certain circumstances, entitled to convert at an 
increased conversion rate. 
 
The Convertible Notes are convertible at any time prior to the close of 
business on the business day immediately preceding September 1, 2027 only under 
the following circumstances: 
 
 1. during any fiscal quarter commencing after the fiscal quarter ending on 
    February 28, 2023 (and only during such fiscal quarter), if the last 
    reported sale price per share of the Common Stock 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 is greater than or equal to 130% of the conversion price on 
    each applicable trading day; 
 2. during the five consecutive business day period after any five consecutive 
    trading day period (the "measurement period") in which the trading price 
    per $1,000 principal amount of Convertible Notes for each trading day of 
    the measurement period was less than 98% of the product of the last 
    reported sale price per share of Common Stock and the conversion rate on 
    each such trading day; 
 3. after our delivery of a notice of redemption and prior to the close of 
    business on the second scheduled trading day immediately preceding any 
    redemption date; or 
 4. upon the occurrence of specified corporate events. 
 
On or after September 1, 2027 until the close of business on the second 
scheduled trading day immediately preceding the maturity date, holders may 
convert their Convertible Notes at any time. 
 
If Carnival Corporation undergoes certain corporate events (each, a 
"fundamental change"), subject to certain conditions, holders may require 
Carnival Corporation to repurchase for cash all or any portion of their 
Convertible Notes at a price equal to 100% of the principal amount of the 
Convertible Notes to be repurchased, plus accrued and unpaid interest to, but 
excluding, the fundamental change repurchase date. 
 
Carnival Corporation may not redeem the Convertible Notes prior to December 5, 
2025, except as described in the next sentence. Carnival Corporation may redeem 
the Convertible Notes, in whole but not in part, at any time on or prior to 
40th scheduled trading day immediately before the maturity date, if Carnival 
Corporation or any guarantor would have to pay any additional amounts on the 
Convertible Notes due to a change in tax laws, regulations or rulings or a 
change in the official application, administration or interpretation of such 
laws, regulations or rulings, which in each case is announced and becomes 
effective after November 15, 2022. Upon Carnival Corporation's giving notice of 
a tax redemption, holders of the Convertible Notes may elect not to have their 
Convertible Notes redeemed, in which case such holders would not be entitled to 
receive any such additional amounts. 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. 
 
In addition, on or after December 5, 2025 and on or before the 40th scheduled 
trading day immediately before the maturity date, Carnival Corporation may 
redeem for cash all or any portion of the Convertible Notes, at its option, if 
the last reported sale price per share of Carnival Corporation's common stock 
exceeds 130% of the conversion price then in effect on at least 20 trading days 
(whether or not consecutive), including the trading day immediately preceding 
the date on which Carnival Corporation provides notice of redemption, during 
the 30 consecutive trading day period ending on, and including, the trading day 
immediately preceding the date on which Carnival Corporation 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 Indenture provides for customary covenants and sets forth certain events of 
default after which the Convertible Notes may be declared immediately due and 
payable and sets forth certain types of bankruptcy or insolvency events of 
default involving Carnival Corporation, Carnival plc, any of our or Carnival 
plc's significant subsidiaries or any group of our or Carnival plc's 
subsidiaries that, taken together, would constitute a significant subsidiary 
after which the Convertible Notes become automatically due and payable. 
 
In connection with the Convertible Notes Offering, on November 15, 2022, 
Carnival Corporation, Carnival plc and the subsidiary guarantors party thereto 
entered into a purchase agreement (the "Purchase Agreement") with Barclays 
Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc. The 
Purchase Agreement contains customary representations, covenants and 
indemnification provisions. The net proceeds from the Convertible Notes 
Offering after initial purchasers' discounts and before offering expenses are 
$975 million (or approximately $1.121 billion if the initial purchasers 
exercise their option to purchase additional Convertible Notes in full). The 
Company expects to use the net proceeds from the offering of the Convertible 
Notes to make principal payments on debt and for general corporate purposes. 
 
The Convertible Notes were 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 
Common Stock issuable upon conversion of the Convertible Notes, if any, were 
not, and 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. 
 
PJT Partners served as independent financial advisor to Carnival Corporation & 
plc. 
 
Carnival Corporation offered and sold the Convertible Notes to the initial 
purchasers in reliance on the exemption from registration provided by Section 4 
(a)(2) of the Securities Act, and for resale by the initial purchasers to 
qualified institutional buyers pursuant to the exemption from registration 
provided by Rule 144A under the Securities Act. Carnival Corporation relied on 
these exemptions from registration based in part on representations made by the 
initial purchasers in the purchase agreement relating to the Convertible Notes 
Offering. The shares of Common Stock issuable upon conversion of the 
Convertible Notes, if any, have not been registered under the Securities Act 
and may not be offered or sold in the United States absent registration or an 
applicable exemption from registration requirements. Initially, a maximum of 
103,046,440 shares of Carnival Corporation's common stock may be issued upon 
conversion of the Convertible Notes (assuming the initial purchasers exercise 
their option to purchase additional Convertible Notes in full), based on the 
initial maximum conversion rate of 89.6056 shares of common stock per $1,000 
principal amount of Convertible Notes, which is subject to customary 
anti-dilution adjustment provisions. 
 
A copy of the Indenture, included as an Exhibit to Carnival Corporation & plc 
joint current report on Form 8-K filed with the U.S. Securities and Exchange 
Commission on November 18, 2022, is available on the Carnival Corporation & plc 
website at wwww.carnivalcorp.com or www.carnivalplc.com. 
 
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 current report as "Carnival Corporation & 
plc," "our," "us" and "we." Some of the statements, estimates or projections 
contained in this current report 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 expenses        Return to guest cruise operations 
 
Currency exchange rates                Impact of the COVID-19 coronavirus global 
Estimates of ship depreciable lives    pandemic on our financial condition and results 
and residual values                    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, 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 report, 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 report 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. 
 
SOURCE Carnival Corporation & plc 
 
Carnival Corporation & plc Media Contacts: Jody Venturoni, Carnival 
Corporation, jventuroni@carnival.com, (469) 797-6380; Ellie Beuerman, LDWW, 
ellie@ldww.co, (214) 758-7001; Carnival Corporation & plc Investor Relations 
Contact: Beth Roberts, Carnival Corporation, eroberts@carnival.com, (305) 
406-4832 
 
 
 
END 
 
 

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