TIDMCCL 
 
June 30, 2020 
 
CARNIVAL CORPORATION & PLC ANNOUNCES CLOSING OF $1.86 BILLION AND EUR800 MILLION 
               FIRST-PRIORITY SENIOR SECURED TERM LOAN FACILITY 
 
Carnival Corporation & plc is disclosing that Carnival Corporation has entered 
into a term loan agreement with, among others, JPMorgan Chase Bank, N.A., as 
administrative agent, and U.S. Bank National Association, as security agent 
(the "Loan Agreement"), on Form 8-K with the U.S. Securities and Exchange 
Commission ("SEC"). 
 
  * Schedule A contains Carnival Corporation & plc's announcement of the Loan 
    Agreement. 
 
The Directors consider that within the Carnival Corporation and Carnival plc 
dual listed company arrangement, the most appropriate presentation of Carnival 
plc's results and financial position is by reference to the Carnival 
Corporation & plc U.S. GAAP consolidated financial statements. 
 
MEDIA CONTACT 
             INVESTOR RELATIONS CONTACT 
Roger Frizzell 
                      Beth Roberts 
001 305 406 7862 
                 001 305 406 4832 
 
The Form 8-K is available for viewing on the SEC website at www.sec.gov under 
Carnival Corporation or Carnival plc or the Carnival Corporation & plc website 
at www.carnivalcorp.com or www.carnivalplc.com. 
 
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. 
 
Additional information can be found on www.carnivalcorp.com, 
www.carnivalsustainability.com, www.carnival.com, www.princess.com, 
www.hollandamerica.com, www.pocruises.com.au, www.seabourn.com, 
www.costacruise.com, www.aida.de, www.pocruises.com and www.cunard.com. 
 
SCHEDULE A 
 
On June 30, 2020, Carnival Corporation (together with Carnival plc, the 
"Company," "we," "us," or "our") and Carnival Finance, LLC, a Delaware limited 
liability company and subsidiary of Carnival Corporation (the "Co-Borrower"), 
entered into a term loan agreement with, among others, JPMorgan Chase Bank, 
N.A., as administrative agent, and U.S. Bank National Association, as security 
agent (the "Loan Agreement"). 
 
The Loan Agreement provides for a first-priority senior secured term loan 
facility (the "Term Loan Facility"), under which Carnival Corporation borrowed 
in two tranches in the aggregate principal amounts of $1,860 million and EUR800 
million, respectively, which will mature on June 30, 2025. 
 
All outstanding amounts under the Term Loan Facility funded in U.S. dollars 
bear interest at a rate per annum equal to adjusted LIBOR with a 1.00% floor, 
plus a margin equal to 7.5%. All outstanding amounts under the Term Loan 
Facility funded in Euros will bear interest at a rate per annum equal to 
EURIBOR with a 0.00% floor, plus a margin equal to 7.5%. 
 
Subject to certain exceptions and reinvestment rights, the Loan Agreement 
requires mandatory prepayments of 100% of the net cash proceeds from certain 
asset sales and certain casualty and condemnation events. 
 
If Carnival Corporation prepays principal amounts under the Term Loan Facility 
(i) on or before the first anniversary of funding, Carnival Corporation will 
also be required to pay a "make whole" prepayment premium (calculated using a 
discount rate based upon the yield of certain U.S. treasury securities plus 
0.50%) on the principal amount of term loans so prepaid and (ii) after the 
first anniversary of funding but on or prior to the second anniversary of 
funding, Carnival Corporation will also be required to pay a prepayment premium 
equal to 2% of the principal amount of loans so prepaid.  Prepayments of 
principal amounts under the Term Loan Facility on or after to the second 
anniversary of funding are not subject to premium or penalty. 
 
Obligations under the Loan Agreement are guaranteed, jointly and severally, on 
a first-priority senior secured basis, by Carnival plc and the same 
subsidiaries of Carnival Corporation and Carnival plc that guarantee Carnival 
Corporation's 11.500% First-Priority Senior Secured Notes due 2023 (the 
"Secured Notes"), which consist of the entities that own or operate the 
Company's vessels and material intellectual property.  In the future, each of 
Carnival Corporation's and Carnival plc's subsidiaries (other than immaterial 
subsidiaries) that becomes an issuer, borrower, obligor or guarantor under 
certain other indebtedness of Carnival Corporation, Carnival plc or any other 
guarantor, including, in each case, indebtedness in an aggregate principal 
amount in excess of $250 million, will be required to guarantee the Loan 
Agreement. 
 
Obligations under the Loan Agreement are secured by first-priority security 
interests in the collateral, which generally includes (i) shares of capital 
stock of each subsidiary guarantor, subject to customary limitations; (ii) 85 
of the vessels currently owned or operated by Carnival Corporation, Carnival 
plc and the other guarantors including assignments of insurance claims and 
earnings in respect of such vessels; (iii) the material intellectual property 
currently owned or controlled by Carnival Corporation, Carnival plc and the 
other guarantors; (iv) other assets of Carnival Corporation, Carnival plc and 
the other guarantors consisting of inventory, trade receivables, intangibles, 
computer software and casino equipment, in each case associated with the 
vessels being mortgaged; and (v) other assets on which Carnival Corporation, 
Carnival plc, the Co-Borrower and the other guarantors may elect from time to 
time to grant a lien securing the obligations under the Loan Agreement, subject 
to permitted liens and certain exclusions and release provisions as further 
described in the Loan Agreement and the related security documents.  The 
security interests are subject to an intercreditor agreement governing the 
rights and priorities of the secured parties under the Loan Agreement and the 
holders of certain other indebtedness, including the Secured Notes, outstanding 
on the date hereof or incurred in the future. 
 
The Loan Agreement contains covenants that limit the ability of Carnival 
Corporation, Carnival plc and their restricted subsidiaries to, among other 
things: (i) incur additional indebtedness or issue certain preferred shares; 
(ii) make dividend payments on or make other distributions in respect of their 
capital stock or make other restricted payments; (iii) make certain 
investments; (iv) sell certain assets; (v) create liens on their assets; (vi) 
consolidate, merge, sell or otherwise dispose of all or substantially all of 
their assets; and (vii) enter into certain transactions with their affiliates. 
These covenants are subject to a number of important limitations and 
exceptions. 
 
The Loan Agreement sets forth certain events of default after which the Loan 
Agreement may be declared immediately due and payable and sets forth certain 
types of bankruptcy or insolvency events of default involving Carnival 
Corporation, Carnival plc, the Co-Borrower, any of our or Carnival plc's 
significant subsidiaries or any group of our or Carnival plc's subsidiaries 
that, taken together, would constitute a significant subsidiary after which the 
Loan Agreement becomes automatically due and payable. 
 
The description of the Loan Agreement above is qualified in its entirety by 
reference to the text of the Loan Agreement, which will be filed with the next 
joint periodic report of Carnival Corporation and Carnival plc. 
 
Cautionary Note Concerning Factors That May Affect Future Results 
 
Carnival Corporation and Carnival plc and their respective subsidiaries are 
referred to collectively in this this Current Report on Form 8-K, including the 
Exhibits hereto (collectively, this "document"), 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        * Liquidity 
expenses 
 
* 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, and further extend covenant waivers for certain agreements for 
    which waivers do not currently cover periods after March 2021 (if needed), 
    we may be out of compliance with a maintenance covenant in certain of our 
    debt facilities 
  * 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. 
 
 
 
END 
 

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