MIAMI, May 25, 2022
/PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL;
NYSE: CUK) today announced that Carnival Corporation (the
"Company") has closed its private offering of $1.0 billion aggregate principal amount of 10.5%
senior unsecured notes due 2030 (the "Senior Unsecured Notes").
The Senior Unsecured Notes will pay interest semi-annually on
June 1 and December 1 of each year, beginning on
December 1, 2022, at a rate of 10.5%
per year and are callable beginning June
1, 2025. The Senior Unsecured Notes are unsecured and
will mature on June 1, 2030.
The Senior Unsecured Notes are fully and unconditionally
guaranteed on an unsecured basis, jointly and severally, by
Carnival plc and certain of the Company's and Carnival plc's
subsidiaries that own or operate vessels and material intellectual
property and that guarantee certain of the Company's other
indebtedness, including its first-priority secured indebtedness and
second-priority secured indebtedness.
The Company expects to use the net proceeds of the offering to
make scheduled principal payments on debt during fiscal 2023 and
for general corporate purposes, including, without limitation,
making repayments of its indebtedness, the financing or refinancing
of a portion of the purchase price, rental payments, costs and
expenses related to certain of its current and future property,
plant and equipment (including leased assets and vessels) and their
maintenance, 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 Company's
existing and future export credit facilities.
The Senior Unsecured Notes were offered only to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act") and outside the
United States, only to non-U.S. investors pursuant to
Regulation S under the Securities Act. The Senior Unsecured 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 Senior Unsecured 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
Carnival Corporation & plc.
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 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
|
•
Impact of the COVID-19
coronavirus global pandemic on our financial condition and results
of operations
|
•
Estimates of ship
depreciable lives and residual values
|
|
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. 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, and other general concerns impacting
the ability or desire of people to travel have and may lead to a
decline in demand for cruises;
- incidents concerning our ships, guests or the cruise vacation
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 Report on Form 10-Q
filed with the SEC on March 28,
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.
View original
content:https://www.prnewswire.com/news-releases/carnival-corporation--plc-announces-closing-of-1-0-billion-senior-unsecured-notes-due-2030-to-refinance-2023-maturities-301555272.html
SOURCE Carnival Corporation & plc