Carnival Corporation & plc
Announces Upsizing and Pricing of $2.03
Billion Senior Priority Notes due 2028 to be Issued by
Carnival Holdings (Bermuda)
Limited for Refinancing
Proceeds to be initially used to pay
down amounts drawn under the revolving credit facility
MIAMI, October 19, 2022 -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival
Holdings (Bermuda) Limited (the
“Issuer”), a subsidiary of Carnival Corporation (the “Company”),
has priced the private offering of $2.03
billion aggregate principal amount of 10.375% Senior
Priority Notes due 2028 (the “Senior Priority Notes”). The
aggregate principal amount of Senior Priority Notes to be issued
was increased to $2.03 billion from
$1.25 billion due to strong investor
demand.
The Company expects to initially use the net proceeds of the
offering to repay amounts drawn under the revolving credit
facility, which remains available for future principal payments on
debt and for general corporate purposes.
The Senior Priority Notes will pay interest semi-annually on
May 1 and November 1 of each year, beginning on
May 1, 2023, at a rate of 10.375% per
year, are callable beginning May 1,
2025 and priced at 98.465% of their face value. The Senior
Priority Notes will mature on May 1,
2028.
The Senior Priority Notes will be unsecured and will be fully
and unconditionally guaranteed on an unsecured basis, jointly and
severally, by the Company, Carnival plc and certain of the
Company’s and Carnival plc’s subsidiaries that guarantee
substantially all of the Company’s other indebtedness. The
offering of the Senior Priority Notes is expected to close on
October 25, 2022, subject to
customary closing conditions.
In connection with the offering of the Senior Priority Notes,
the Company and its subsidiaries will contribute 12 unencumbered
vessels to the Issuer, with each of these vessels continuing to be
operated under one of the Company’s, Carnival plc’s or one of their
subsidiaries’ brands.
The Senior Priority Notes are being 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 Priority 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.
PJT Partners is serving as independent financial advisor to
Carnival Corporation & plc.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Senior Priority 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. 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 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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- Goodwill, ship and trademark fair values
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- Liquidity and credit ratings
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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
- Estimates of ship depreciable lives and residual values
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- Impact of the COVID-19 coronavirus global pandemic on our
financial condition and results of operations
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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, and in the future may
continue to 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, inflation, higher fuel prices, higher
interest rates 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 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,
June 29, 2022 and September 30, 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.
SOURCE Carnival Corporation & plc
Carnival Corporation & plc Media Contacts: Jody Venturoni, Carnival Corporation,
jventuroni@carnival.com, (469) 797-6380; Ellie Beuerman, LDWW, ellie@ldww.co, (214)
758-7001
Carnival Corporation & plc Investor Relations Contact:
Beth Roberts, Carnival Corporation,
eroberts@carnival.com, (305) 406-4832