MIAMI, Nov. 19, 2020 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), today
announced that Carnival Corporation (the "Corporation") has closed
its previously announced registered direct offering of 49.2 million
shares of its common stock at a price of $18.05 per share to a limited number of holders
of its 5.75% Convertible Senior Notes due 2023 (the "Convertible
Notes"). The Corporation used the proceeds from this closing
to repurchase $427.9 million
principal amount of its Convertible Notes in privately negotiated
transactions.
The Corporation expects to close an additional 8.2 million
shares as part of the registered direct offering on November 20, 2020. The Corporation intends to use
the net proceeds from the November 20,
2020 closing to repurchase an additional $71.5 million principal amount of its Convertible
Notes in a privately negotiated transaction.
Following these note repurchases, an aggregate of $627.5 million principal amount of the
Corporation's Convertible Notes will remain outstanding.
Goldman Sachs & Co. LLC acted as the exclusive placement
agent for the registered direct offering. PJT Partners LP served as
independent financial advisor to the Corporation for the registered
direct offering. A shelf registration statement relating to the
shares was previously filed with the U.S. Securities and Exchange
Commission ("SEC") and is effective. The registered direct offering
was made only by means of a prospectus supplement and an
accompanying base prospectus. A prospectus supplement and
accompanying base prospectus relating to the registered direct
offering have been filed with the SEC and are available on the
SEC's website at www.sec.gov. Copies of the prospectus supplement
and accompanying base prospectus relating to the registered direct
offering may be obtained from Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com).
This press release does not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock 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, 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 document 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 of 1933 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
- Booking levels
- Occupancy
- Interest, tax and fuel expenses
- Currency exchange rates
- Net cruise costs, excluding fuel per available lower berth
day
- Estimates of ship depreciable lives and residual values
- Goodwill, ship and trademark fair values
- Liquidity and credit ratings
- Adjusted earnings per share
- The 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;
- As a result of the COVID-19 outbreak, we may be out of
compliance with a maintenance covenant in certain of our debt
facilities, for which we have waivers 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 may 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 may 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 may 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 incident, and failure to keep pace with developments in
technology may adversely impact our business operations, the
satisfaction of our guests and crew and 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;
- Geographic regions in which we try to expand our business may
be slow to develop or ultimately not develop how we expect;
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.
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SOURCE Carnival Corporation & plc