MIAMI, Oct. 19, 2021 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced
that Carnival Corporation (the "Company") has priced the private
offering of $2.0 billion aggregate
principal amount of 6.000% senior unsecured notes due 2029 (the
"Senior Unsecured Notes"). The aggregate principal amount of
Senior Unsecured Notes to be issued was increased to $2.0 billion. The offering of the Senior
Unsecured Notes is expected to close on November 2, 2021, subject to customary closing
conditions.
The Senior Unsecured Notes will pay interest semi-annually on
May 1 and November 1 of each year, beginning on
May 1, 2022, at a rate of 6.000% per
year and are callable beginning November
1, 2024. The Senior Unsecured Notes will be unsecured
and will mature on May 1, 2029.
The Senior Unsecured Notes will be fully and unconditionally
guaranteed on an unsecured basis, jointly and severally, by
Carnival plc and certain of the Company's and Carnival plc's
subsidiaries that own or operate our vessels and material
intellectual property and that guarantee certain of the Company's
first-priority secured indebtedness and second-priority secured
indebtedness.
The Company expects to use the net proceeds from the
offering of the Senior Unsecured Notes to make scheduled principal
payments on debt during 2022 and for general corporate purposes,
including, without limitation, making repayments of our
indebtedness, the financing or refinancing of a portion of the
purchase price, rental payments, costs and expenses related to
certain of our current and future property, plant and equipment
(including leased assets and vessels) and their maintenance,
repair, replacement and improvements, as well as any other payments
related to our vessels' ready-for-sea costs, in each case to the
extent such amounts are not covered by the Company's existing and
future export credit facilities.
The Senior Unsecured Notes are being 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"), and outside the
United States, only to non-U.S. investors pursuant to
Regulation S under the Securities Act.
The Senior Unsecured Notes 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 Senior Unsecured 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.
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, 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, 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," "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
- Booking levels
- Occupancy
- Interest, tax and fuel expenses
- Currency exchange rates
- Estimates of ship depreciable lives and residual values
- Goodwill, ship and trademark fair values
- Liquidity and credit ratings
- Adjusted earnings per share
- Return to guest cruise operations
- Impact of the COVID-19 coronavirus global pandemic on 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;
- 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;
- 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 26, 2021 and Carnival
Corporation's and Carnival plc's Quarterly Reports on Form 10-Q
filed with the SEC on April 7, 2021,
June 28, 2021 and September 30, 2021.
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.
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SOURCE Carnival Corporation & plc
