Carnival Corporation & plc Announces Extension of Maturity of an Additional $87 Million of 2023 Convertible Notes at Existing 5.75% Rate

The 2023 Notes will probably be exchanged for New 2024 Notes with the identical coupon and no dilution to shareholders at scheduled maturity versus the 2023 Notes and no upfront price

MIAMI, Oct. 28, 2022 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) at the moment introduced that Carnival Corporation (the “Company”), Carnival plc and sure of their subsidiaries (the “Subsidiary Guarantors”) have entered into separate, privately negotiated trade agreements with sure holders of the Company’s excellent 5.75% Convertible Senior Notes due 2023 (the “2023 Notes”) pursuant to which the Company will trade $87 million in mixture principal quantity of 2023 Notes for $87 million in mixture principal quantity of new 5.75% Convertible Senior Notes due October 2024 (the “New 2024 Notes” and such trade, the “Exchange”).

The New 2024 Notes could have the identical preliminary conversion value because the 2023 Notes, representing no dilution to shareholders at scheduled maturity versus the 2023 Notes, the identical coupon and no upfront price to the Company. As a consequence of the eighteen-month extension, the New 2024 Notes will mature on October 1, 2024 and be totally and unconditionally assured on a senior unsecured foundation by Carnival plc and the Subsidiary Guarantors. Following the closing of the Exchange, $96 million in mixture principal quantity of 2023 Notes will stay excellent. The Exchange is anticipated to shut on November 1, 2022, topic to customary closing situations.

The New 2024 Notes will probably be issued pursuant to the Company’s Indenture, dated August 22, 2022, could have the identical phrases because the Company’s excellent $339 million mixture principal quantity of 5.75% Convertible Senior Notes due 2024 (the “Existing 2024 Notes”) and will probably be handled as a single class of securities buying and selling beneath the identical CUSIP quantity because the Existing 2024 Notes. The New 2024 Notes have been supplied pursuant to an exemption from the registration necessities beneath the Securities Act of 1933, as amended (the “Securities Act”).  The New 2024 Notes and the shares of widespread inventory issuable upon conversion of the New 2024 Notes, if any, won’t be registered beneath the Securities Act or any state securities legal guidelines and might not be supplied or offered in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

PJT Partners is serving as impartial monetary advisor to the Company and Carnival plc.

This press launch doesn’t represent an provide to promote or a solicitation of an provide to purchase the New 2024 Notes or another securities and shall not represent an provide, solicitation or sale in any jurisdiction through which such an provide, solicitation or sale could be illegal previous to the registration and qualification beneath the securities legal guidelines of such state or jurisdiction.

About Carnival Corporation & plc

Carnival Corporation & plc is one of the world’s largest leisure journey corporations with a portfolio of 9 of the world’s main cruise strains. With operations in North America, Australia, Europe and Asia, its portfolio options 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 on this press launch as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained on this press launch are “forward-looking statements” that contain dangers, uncertainties and assumptions with respect to us, together with some statements regarding the financing transactions described herein, future outcomes, operations, outlooks, plans, targets, popularity, money flows, liquidity and different occasions which haven’t but occurred. These statements are meant to qualify for the secure harbors from legal responsibility offered by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements aside from statements of historic details are statements that could possibly be deemed forward-looking. These statements are based mostly on present expectations, estimates, forecasts and projections about our business and the business through which we function and the beliefs and assumptions of our administration. We have tried, at any time when doable, to establish these statements through the use of phrases like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and comparable expressions of future intent or the detrimental of such phrases.

Forward-looking statements embrace these statements that relate to our outlook and monetary place together with, however not restricted to, statements relating to:

Because forward-looking statements contain dangers and uncertainties, there are numerous components that might trigger our precise outcomes, efficiency or achievements to vary materially from these expressed or implied by our forward-looking statements. This be aware comprises necessary cautionary statements of the identified components that we contemplate may materially have an effect on the accuracy of our forward-looking statements and adversely have an effect on our business, outcomes of operations and monetary place. Additionally, many of these dangers and uncertainties are presently, and sooner or later might proceed to be, amplified by COVID-19. It isn’t doable to foretell or establish all such dangers. There could also be extra dangers that we contemplate immaterial or that are unknown. These components embrace, however aren’t restricted to, the next:

• COVID-19 has had, and is anticipated to proceed to have, a big influence on our monetary situation and operations. The present, and unsure future, influence of COVID-19, together with its impact on the power or want of individuals to journey (together with on cruises), is anticipated to proceed to influence our outcomes, operations, outlooks, plans, targets, popularity, litigation, money flows, liquidity, and inventory value;
• occasions and situations all over the world, together with battle and different army actions, akin to the present invasion of Ukraine, inflation, increased gas costs, increased rates of interest and different normal considerations impacting the power or want of individuals to journey have led and will sooner or later lead, to a decline in demand for cruises, impacting our working prices and profitability;
• incidents regarding our ships, friends or the cruise business have up to now and will, sooner or later, influence the satisfaction of our friends and crew and result in reputational harm;
• modifications in and non-compliance with legal guidelines and laws beneath which we function, akin to these regarding well being, setting, security and safety, knowledge privateness and safety, anti-corruption, financial sanctions, commerce safety and tax have up to now and will, sooner or later, result in litigation, enforcement actions, fines, penalties and reputational harm;
• components related to local weather change, together with evolving and rising laws, rising world concern about local weather change and the shift in local weather acutely aware consumerism and stakeholder scrutiny, and rising frequency and/or severity of adversarial climate situations may adversely have an effect on our business;
• incapability to fulfill or obtain our sustainability associated targets, aspirations, initiatives, and our public statements and disclosures relating to them, might expose us to dangers which will adversely influence our business;
• breaches in knowledge safety and lapses in knowledge privateness in addition to disruptions and different damages to our principal workplaces, data know-how operations and system networks and failure to maintain tempo with developments in know-how might adversely influence our business operations, the satisfaction of our friends and crew and will result in reputational harm;
• the loss of key workers, our incapability to recruit or retain certified shoreside and shipboard workers and elevated labor prices may have an adversarial impact on our business and outcomes of operations;
• will increase in gas costs, modifications within the sorts of gas consumed and availability of gas provide might adversely influence our scheduled itineraries and prices;
• we depend on provide chain distributors who’re integral to the operations of our companies. These distributors and repair suppliers are additionally affected by COVID-19 and could also be unable to ship on their commitments which may influence our business;
• fluctuations in overseas foreign money trade charges might adversely influence our monetary outcomes;
• overcapacity and competitors within the cruise and land-based trip business might result in a decline in our cruise gross sales, pricing and vacation spot choices;
• incapability to implement our shipbuilding applications and ship repairs, upkeep and refurbishments might adversely influence our business operations and the satisfaction of our friends; and
• the danger components included in Carnival Corporation’s and Carnival plc’s Annual Report on Form 10-Okay 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 danger components set forth above isn’t meant to replicate our indication of precedence or chance.

Forward-looking statements shouldn’t be relied upon as a prediction of precise outcomes. Subject to any persevering with obligations beneath relevant legislation or any related inventory trade guidelines, we expressly disclaim any obligation to disseminate, after the date of this doc, any updates or revisions to any such forward-looking statements to replicate any change in expectations or occasions, situations or circumstances on which any such statements are based mostly. Forward-looking and different statements on this doc may additionally deal with our sustainability progress, plans and targets (together with local weather change and environmental-related issues). In addition, historic, present and forward-looking sustainability-related statements could also be based mostly on requirements for measuring progress which are nonetheless growing, inside controls and processes that proceed to evolve, and assumptions which are topic to vary sooner or later.

SOURCE Carnival Corporation & plc