TIDMCCL
Carnival Corporation & plc Announces Extension of Maturity of an Additional $87
Million of 2023 Convertible Notes at Existing 5.75% Rate
The 2023 Notes will be exchanged for New 2024 Notes with the same coupon and no
dilution to shareholders at scheduled maturity versus the 2023 Notes and no
upfront cost
MIAMI, October 31, 2022 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE:
CCL; NYSE: CUK) today announced that Carnival Corporation (the "Company"),
Carnival plc and certain of their subsidiaries (the "Subsidiary Guarantors")
have entered into separate, privately negotiated exchange agreements with
certain holders of the Company's outstanding 5.75% Convertible Senior Notes due
2023 (the "2023 Notes") pursuant to which the Company will exchange $87 million
in aggregate principal amount of 2023 Notes for $87 million in aggregate
principal amount of new 5.75% Convertible Senior Notes due October 2024 (the
"New 2024 Notes" and such exchange, the "Exchange").
The New 2024 Notes will have the same initial conversion price as the 2023
Notes, representing no dilution to shareholders at scheduled maturity versus
the 2023 Notes, the same coupon and no upfront cost to the Company. As a result
of the eighteen-month extension, the New 2024 Notes will mature on October 1,
2024 and be fully and unconditionally guaranteed on a senior unsecured basis by
Carnival plc and the Subsidiary Guarantors. Following the closing of the
Exchange, $96 million in aggregate principal amount of 2023 Notes will remain
outstanding. The Exchange is expected to close on November 1, 2022, subject to
customary closing conditions.
The New 2024 Notes will be issued pursuant to the Company's Indenture, dated
August 22, 2022, will have the same terms as the Company's outstanding $339
million aggregate principal amount of 5.75% Convertible Senior Notes due 2024
(the "Existing 2024 Notes") and will be treated as a single class of securities
trading under the same CUSIP number as the Existing 2024 Notes. The New 2024
Notes were offered pursuant to an exemption from the registration requirements
under the Securities Act of 1933, as amended (the "Securities Act"). The New
2024 Notes and the shares of common stock issuable upon conversion of the New
2024 Notes, if any, 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 the Company and
Carnival plc.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy the New 2024 Notes 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, 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:
* Pricing * Goodwill, ship and trademark fair values
* Booking levels * Liquidity and credit ratings
* Occupancy * Adjusted earnings per share
* Interest, tax and fuel expenses * Return to guest cruise operations
* Currency exchange rates * Impact of the COVID-19 coronavirus global
* Estimates of ship depreciable pandemic on our financial condition and
lives and residual values 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, 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
END
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October 31, 2022 03:00 ET (07:00 GMT)
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