Carnival PLC Carnival Corp Announces Closing of Term Loan Facility
October 19 2021 - 2:00AM
UK Regulatory
TIDMCCL
Carnival Corporation & plc Announces Closing of $2.3 Billion Term Loan Facility
for Refinancing, Saving Interest and Extending Maturities
Interest Savings of Over $135 Million Annually
MIAMI, Oct. 18, 2021 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL;
NYSE: CUK) today announced that Carnival Corporation (the "Company") closed its
previously announced incremental first-priority senior secured term loan
facility in an aggregate principal amount of $2.3 billion. The proceeds from
the new incremental term facility are being used to redeem all of the
outstanding 11.500% First-Priority Senior Secured Notes due 2023 of the Company
(the "Redeemed Notes") and to pay accrued interest on such Redeemed Notes and
related fees and expenses. The refinancing transaction will generate annual
interest savings of over $135 million and extend maturities. Loans under the
new incremental term facility will bear interest at a rate per annum equal to
adjusted LIBOR with a 0.75% floor, plus a margin equal to 3.25%, and will
mature in 2028. The terms of the new incremental term facility are otherwise
generally consistent with the terms of the Company's existing term loan
facility.
JPMorgan Chase Bank, N.A. acted as sole global coordinator for the marketing of
the incremental term facility.
PJT Partners serves 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 of 1933 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," "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 · Return to guest cruise operations
expenses
· 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, 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;
* World events impacting the ability or desire of people to travel have and
may continue to 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 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;
* 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 incidents,
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;
* 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;
* 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 26, 2021 and
Carnival Corporation's and Carnival plc's Quarterly Reports on Form 10-Q
filed with the SEC on April 7, 2021, June 28, 2021 and September 30, 2021.
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.
CONTACT: Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538
END
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