MIAMI, Nov. 20, 2020 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) (the "Company")
today announced that Carnival Corporation (the "Corporation") has
priced the private offerings of $1,450
million aggregate principal amount of 7.625% senior
unsecured notes due 2026 (the "USD Notes") and €500 million
aggregate principal amount of 7.625% senior unsecured notes due
2026 ( the "Euro Notes" and, together with the USD Notes, the
"Notes"). The aggregate principal amount of Notes to be issued was
increased to $1,450 million and €500
million from the previously announced $1,000
million and €300 million, respectively. The offering of the
Notes is expected to close on November 25,
2020, subject to customary closing conditions.
The USD Notes and the Euro Notes will pay interest semi-annually
on March 1 and September 1 of each year, beginning on
March 1, 2021, at a rate of 7.625%
and 7.625% per year, respectively. The Notes will be unsecured and
will mature on March 1,
2026.
The Notes will be fully and unconditionally guaranteed on an
unsecured basis, jointly and severally, by Carnival plc and certain
of the Corporation's and Carnival plc's subsidiaries that own or
operate the Company's vessels and material intellectual property
and that guarantee certain of our first-priority secured
indebtedness, and our second-priority secured indebtedness.
The Corporation expects to use the net proceeds from the
offerings of the Notes for general corporate purposes, including,
without limitation, 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 repair, replacement
and improvements, as well as any other payments related to its
vessels' ready-for-sea costs, in each case to the extent such
amounts are not covered by the Corporation's existing and future
export credit facilities.
The Notes are being offered only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to
Regulation S.
The 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 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 the
Company.
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
|
• Net cruise costs,
excluding fuel per available lower berth day
|
• Booking
levels
|
• Estimates of ship
depreciable lives and residual values
|
• Occupancy
|
• Goodwill, ship and
trademark fair values
|
• Interest, tax and
fuel expenses
|
• Liquidity and
credit ratings
|
• Currency exchange
rates
|
• Adjusted earnings
per share
|
|
• 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
- 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