The 2023 Notes were exchanged for 2024 Notes with the same
coupon and no dilution to shareholders at scheduled maturity versus
the 2023 Notes and no upfront cost
MIAMI, Nov. 1, 2022
/PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL;
NYSE: CUK) today announced that Carnival Corporation (the
"Company") has closed its previously announced exchange of
approximately $87 million in
aggregate principal amount of the Company's outstanding 5.75%
Convertible Senior Notes due 2023 (the "2023 Notes") for
$87 million in aggregate principal
amount of the Company's new 5.75% Convertible Senior Notes due 2024
(the "2024 Notes").
The 2024 Notes have the same initial conversion price as the
2023 Notes, representing no dilution to shareholders at scheduled
maturity versus the 2023 Notes, the same coupon and no upfront cost
to the Company. As a result of the eighteen-month extension, the
2024 Notes will mature on October 1,
2024 and are fully and unconditionally guaranteed on a
senior unsecured basis by Carnival plc and certain of the Company's
and Carnival plc's subsidiaries that guarantee substantially all of
the Company's indebtedness.
The 2024 Notes were issued pursuant to the Company's Indenture,
dated August 22, 2022, have the same
terms as the Company's outstanding $339
million aggregate principal amount of 5.75% Convertible
Senior Notes due 2024 (the "Existing 2024 Notes") and are treated
as a single class of securities trading under the same CUSIP number
as the Existing 2024 Notes. The 2024 Notes were offered pursuant to
an exemption from the registration requirements under the
Securities Act of 1933, as amended (the "Securities Act").
The 2024 Notes and the shares of common stock issuable upon
conversion of the 2024 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.
PJT Partners served as independent financial advisor to the
Company and Carnival plc.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the 2024 Notes 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, 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 expenses
|
• Return to guest cruise operations
|
• Currency exchange rates
• Estimates of ship depreciable lives and
residual
values
|
• Impact of the COVID-19 coronavirus global
pandemic
on our financial
condition and results of operations
|
|
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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.
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SOURCE Carnival Corporation & plc