Carnival PLC Carnival Announces Closing, Repurchase of Notes
November 24 2020 - 1:00AM
UK Regulatory
TIDMCCL
Carnival Corporation & plc Announces Closing of an Equity Offering and
Repurchase of Convertible Notes
MIAMI, Nov. 23, 2020 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK),
today announced that Carnival Corporation (the "Corporation") has closed its
previously announced registered direct offering of 10.4 million shares of its
common stock at a price of $17.59 per share to a holder of its 5.75%
Convertible Senior Notes due 2023 (the "Convertible Notes"). The Corporation
used the proceeds from this closing to repurchase $90.8 million principal
amount of its Convertible Notes in a privately negotiated transaction.
Following the note repurchase, an aggregate of $536.7 million principal amount
of the Corporation's Convertible Notes will remain outstanding.
Goldman Sachs & Co. LLC acted as the exclusive placement agent for the
registered direct offering. PJT Partners LP served as independent financial
advisor to the Corporation for the registered direct offering. A shelf
registration statement relating to the shares was previously filed with the
U.S. Securities and Exchange Commission ("SEC") and is effective. The
registered direct offering was made only by means of a prospectus supplement
and an accompanying base prospectus. A prospectus supplement and accompanying
base prospectus relating to the registered direct offering have been filed with
the SEC and are available on the SEC's website at www.sec.gov. Copies of the
prospectus supplement and accompanying base prospectus relating to the
registered direct offering may be obtained from Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com).
This press release does not constitute an offer to sell or a solicitation of an
offer to buy shares of common stock or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the registration and
qualification under the securities laws of such state or jurisdiction.
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, Seabourn, P&O Cruises (Australia), 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 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:
· Pricing · Estimates of ship depreciable lives
and residual values
· Booking levels · Goodwill, ship and trademark fair
values
· Occupancy · Liquidity and credit ratings
· Interest, tax and fuel expenses · Adjusted earnings per share
· Currency exchange rates · The impact of the COVID-19
coronavirus global
pandemic on our financial condition
and results of
operations
· Net cruise costs, excluding fuel per
available lower berth day
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, reputation, litigation, cash flows,
liquidity, and stock price;
* As a result of the COVID-19 outbreak, we may be out of compliance with a
maintenance covenant in certain of our debt facilities, for which we have
waivers for the period through November 30, 2021 with the next testing date
of February 28, 2022;
* 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, including the recent ransomware incident,
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; and
* 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.
CONTACT: Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538
END
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