MIAMI, Aug. 5, 2020 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), one of
the world's largest leisure travel companies, today announced that
Carnival Corporation (the "Corporation") priced a registered direct
offering (the "Offering") of an aggregate of 99,185,968 shares (the
"Shares") of its common stock at a price of $14.02 per share to a limited number of holders
(the "Holders") of its 5.75% Convertible Senior Notes due 2023 (the
"Convertible Notes"). The Corporation intends to use the proceeds
from the Offering to repurchase from such Holders an aggregate of
$885,589,000 principal amount of its
Convertible Notes (the "Note Repurchases," and collectively with
the Offering, the "Transactions") in privately negotiated
transactions.
On a net basis, the Corporation will not receive any proceeds
from the Transactions and will pay customary fees and expenses in
connection therewith. Therefore, the Transactions will not have a
material impact on the Corporation's cash position. Following the
Note Repurchases, an aggregate of $1,126,911,000 principal amount of the
Corporation's Convertible Notes will remain outstanding.
The Offering is expected to close on August 7, 2020 (except
with respect to 5.5 million Shares which is expected to close on
August 10, 2020), subject to
customary closing conditions. The Note Repurchases are expected to
close promptly following the closing of the Offering (except with
respect to $49.3 million aggregate
principal amount of the Note Repurchases which is expected to close
on August 10, 2020), subject to
customary closing conditions.
Goldman Sachs & Co. LLC is acting as the exclusive placement
agent for the Offering. PJT Partners LP is serving as independent
financial advisor to the Corporation for the 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 Offering was made only by means of a prospectus
supplement and an accompanying base prospectus. A preliminary
prospectus supplement and accompanying base prospectus relating to
the Offering have been filed, and a final prospectus supplement
will be filed with the SEC and will be available on the SEC's
website at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying base prospectus relating to the
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:
• Net revenue
yields
|
• Net cruise costs,
excluding fuel per available lower berth day
|
• Booking
levels
|
• Estimates of ship
depreciable lives and residual values
|
• Pricing and
occupancy
|
• Goodwill, ship and
trademark fair values
|
• Interest, tax and
fuel expenses
|
• Liquidity
|
• 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, growth, reputation, litigation,
cash flows, liquidity, and stock price
- As a result of the COVID-19 outbreak, we have paused our guest
cruise operations, and if we are unable to re-commence normal
operations in the near-term, we may be out of compliance with a
maintenance covenant in certain of our debt facilities as of
May 31, 2021
- 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 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