TIDMCCL
Carnival Corporation & plc Announces Pricing of Offering of Common Stock
MIAMI, Feb. 23, 2021 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL;
NYSE: CUK), today announced that Carnival Corporation (the "Corporation") has
priced its previously announced underwritten public offering of
40,450,619 shares of common stock of the Corporation at a public offering price
of $25.10 per share. The offering is expected to close on February 24, 2021,
subject to customary closing conditions. The Corporation expects to use the net
proceeds from the offering for general corporate purposes.
Goldman Sachs & Co LLC is acting as sole bookrunner and underwriter for the
proposed public offering.
A shelf registration statement relating to these shares of common stock has
been filed with the U.S. Securities and Exchange Commission ("SEC") and has
become effective. The common stock offering is being made only by means of a
prospectus supplement and an accompanying base prospectus. A preliminary
prospectus supplement and accompanying base prospectus relating to the common
stock offering have been filed with the SEC and are available on the SEC's
website at www.sec.gov. Copies of the preliminary prospectus supplement and
accompanying base prospectus relating to the common stock offering may be
obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200
West Street, New York, NY 10282, by telephone at 1 866 471 2526, or by email at
prospectusny@ny.email.gs.com
PJT Partners is serving as independent financial advisor to the Corporation and
Carnival plc.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy shares of common stock 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 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. 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 · Adjusted earnings per share
and fuel expenses
· Currency · Impact of the COVID-19 coronavirus global pandemic on
exchange rates our financial condition and results 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 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 one
or more maintenance covenants in certain of our debt facilities, for which
we currently have amendments 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 have and
may continue to 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 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;
* 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 incidents,
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;
* 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;
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
(END) Dow Jones Newswires
February 23, 2021 02:00 ET (07:00 GMT)
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