MIAMI, July 20,
2022 /PRNewswire/ -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK), today announced that Carnival
Corporation (the "Company") has priced its previously announced
underwritten public offering of 102,139,621 shares of common stock
of the Company at a public offering price of $9.95 per share. The Company has granted the
underwriter a 30-day option to purchase up to 15,320,943 additional
shares of common stock of the Company. The offering is expected to
close on July 25, 2022, subject to
customary closing conditions. The Company expects to use the net
proceeds from the offering for general corporate purposes, which
could include addressing 2023 debt maturities.
Goldman Sachs & Co. LLC is acting as sole bookrunner and
underwriter for the proposed public offering.
An effective shelf registration statement relating to these
shares of common stock was filed with the U.S. Securities and
Exchange Commission ("SEC") on January 26,
2021. The common stock offering is being made only by means
of a prospectus supplement and an accompanying base prospectus. A
preliminary prospectus supplement and accompanying base prospectus
relating to the common stock offering have been filed with the SEC
and are available on the SEC's website at www.sec.gov. Copies of
the preliminary prospectus supplement and accompanying base
prospectus relating to the common stock offering may be obtained
from Goldman Sachs & Co. LLC, Attention: 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.
PJT Partners is serving as independent financial advisor to the
Company and Carnival plc.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock 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. This announcement contains
inside information (for the purposes of applicable UK law).
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, 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 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 of 1933, as
amended, 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:
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Pricing
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Goodwill, ship and
trademark fair values
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Booking
levels
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Liquidity and credit
ratings
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Occupancy
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Adjusted earnings per
share
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Interest, tax and fuel
expenses
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Return to guest cruise
operations
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Currency exchange
rates
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Impact of the COVID-19
coronavirus global pandemic on our financial condition and results
of operations
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Estimates of ship
depreciable lives and residual values
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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,
COVID-19. 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, heightened inflation and other
general concerns impacting the ability or desire of people to
travel, have led, and may in the future lead, to a decline in
demand for cruises, impacting our operating costs and
profitability;
- 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 Reports on Form 10-Q
filed with the SEC on March 28, 2022
and June 29, 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.
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SOURCE Carnival Corporation & plc