Proceeds to be initially used to pay down quantities drawn beneath the revolving credit score facility
MIAMI, Oct. 18, 2022 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) at present introduced that Carnival Holdings (Bermuda) Limited (the “Issuer”), a subsidiary of Carnival Corporation (the “Company”), has priced the personal providing of $2.03 billion combination principal quantity of 10.375% Senior Priority Notes due 2028 (the “Senior Priority Notes”). The combination principal quantity of Senior Priority Notes to be issued was elevated to $2.03 billion from $1.25 billion due to sturdy investor demand.
The Company expects to initially use the web proceeds of the providing to repay quantities drawn beneath the revolving credit score facility, which stays accessible for future principal funds on debt and for common company functions.
The Senior Priority Notes can pay curiosity semi-annually on May 1 and November 1 of every year, starting on May 1, 2023, at a fee of 10.375% per yr, are callable starting May 1, 2025 and priced at 98.465% of their face worth. The Senior Priority Notes will mature on May 1, 2028.
The Senior Priority Notes will be unsecured and will be totally and unconditionally assured on an unsecured foundation, collectively and severally, by the Company, Carnival plc and sure of the Company’s and Carnival plc’s subsidiaries that assure considerably all of the Company’s different indebtedness. The providing of the Senior Priority Notes is anticipated to shut on October 25, 2022, topic to customary closing situations.
In reference to the providing of the Senior Priority Notes, the Company and its subsidiaries will contribute 12 unencumbered vessels to the Issuer, with every of these vessels persevering with to be operated beneath one of the Company’s, Carnival plc’s or one of their subsidiaries’ manufacturers.
The Senior Priority Notes are being supplied solely to individuals fairly believed to be certified institutional patrons in reliance on Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”), and outdoors the United States, solely to non-U.S. traders pursuant to Regulation S beneath the Securities Act.
The Senior Priority Notes won’t be registered beneath the Securities Act or any state securities legal guidelines and could 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 unbiased monetary advisor to Carnival Corporation & plc.
This press launch shall not represent a proposal to promote or a solicitation of a proposal to purchase the Senior Priority Notes or some other securities and shall not represent a proposal, solicitation or sale in any jurisdiction wherein such supply, solicitation or sale would be illegal. This announcement accommodates inside data (for the needs of relevant UK legislation).
About Carnival Corporation & plc
Carnival Corporation & plc is one of the world’s largest leisure journey firms with a portfolio of 9 of the world’s main cruise traces. 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, objectives, repute, money flows, liquidity and different occasions which haven’t but occurred. These statements are meant to qualify for the secure harbors from legal responsibility supplied 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 would be deemed forward-looking. These statements are primarily based on present expectations, estimates, forecasts and projections about our business and the trade wherein we function and the beliefs and assumptions of our administration. We have tried, every time doable, to determine these statements by utilizing phrases like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and related expressions of future intent or the damaging of such phrases.
Forward-looking statements embody these statements that relate to our outlook and monetary place together with, however not restricted to, statements concerning:
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Because forward-looking statements contain dangers and uncertainties, there are various elements that would trigger our precise outcomes, efficiency or achievements to differ materially from these expressed or implied by our forward-looking statements. This be aware accommodates necessary cautionary statements of the identified elements that we contemplate might 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 at present, and sooner or later could proceed to be, amplified by COVID-19. It is just not doable to predict or determine all such dangers. There could be further dangers that we contemplate immaterial or that are unknown. These elements embody, however usually are not restricted to, the next:
- COVID-19 has had, and is anticipated to proceed to have, a major impression on our monetary situation and operations. The present, and unsure future, impression of COVID-19, together with its impact on the flexibility or need of folks to journey (together with on cruises), is anticipated to proceed to impression our outcomes, operations, outlooks, plans, objectives, repute, litigation, money flows, liquidity, and inventory value;
- occasions and situations world wide, together with warfare and different navy actions, comparable to the present invasion of Ukraine, inflation, larger gas costs, larger rates of interest and different common issues impacting the flexibility or need of folks to journey have led and could sooner or later lead, to a decline in demand for cruises, impacting our working prices and profitability;
- incidents regarding our ships, company or the cruise trade have previously and could, sooner or later, impression the satisfaction of our company and crew and lead to reputational harm;
- modifications in and non-compliance with legal guidelines and laws beneath which we function, comparable to these relating to well being, surroundings, security and safety, information privateness and safety, anti-corruption, financial sanctions, commerce safety and tax have previously and could, sooner or later, lead to litigation, enforcement actions, fines, penalties and reputational harm;
- elements related to local weather change, together with evolving and growing laws, growing world concern about local weather change and the shift in local weather acutely aware consumerism and stakeholder scrutiny, and growing frequency and/or severity of antagonistic climate situations might adversely have an effect on our business;
- lack of ability to meet or obtain our sustainability associated objectives, aspirations, initiatives, and our public statements and disclosures concerning them, could expose us to dangers which will adversely impression our business;
- breaches in information safety and lapses in information privateness in addition to disruptions and different damages to our principal places of work, data know-how operations and system networks and failure to maintain tempo with developments in know-how could adversely impression our business operations, the satisfaction of our company and crew and could lead to reputational harm;
- the loss of key workers, our lack of ability to recruit or retain certified shoreside and shipboard workers and elevated labor prices might have an antagonistic 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 could adversely impression our scheduled itineraries and prices;
- we depend on provide chain distributors who’re integral to the operations of our companies. These distributors and service suppliers are additionally affected by COVID-19 and could be unable to ship on their commitments which might impression our business;
- fluctuations in overseas forex alternate charges could adversely impression our monetary outcomes;
- overcapacity and competitors within the cruise and land-based trip trade could lead to a decline in our cruise gross sales, pricing and vacation spot choices;
- lack of ability to implement our shipbuilding packages and ship repairs, upkeep and refurbishments could adversely impression our business operations and the satisfaction of our company; and
- the danger elements 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 elements set forth above is just not meant to mirror our indication of precedence or chance.
Forward-looking statements mustn’t be relied upon as a prediction of precise outcomes. Subject to any persevering with obligations beneath relevant legislation or any related inventory alternate 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 mirror any change in expectations or occasions, situations or circumstances on which any such statements are primarily based. Forward-looking and different statements on this doc may additionally handle our sustainability progress, plans and objectives (together with local weather change and environmental-related issues). In addition, historic, present and forward-looking sustainability-related statements could be primarily based on requirements for measuring progress which can be nonetheless creating, inside controls and processes that proceed to evolve, and assumptions which can be topic to change sooner or later.
SOURCE Carnival Corporation & plc
