Carnival Corporation & plc Announces Maturity Extension of $339 Million Convertible Bonds at Current Rate of 5.75%

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The Existing Bonds will be exchanged for New Bonds with the same coupon and without dilution for the shareholders at the scheduled maturity in relation to the Existing Bonds and without initial costs

MIAMI, August 17, 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 agreements, privately negotiated swap agreements with certain holders of the Company’s outstanding 5.75% convertible senior notes due 2023 (the “Existing Notes”) pursuant to which the Company will exchange $339 million in total principal amount of the Existing Securities for $339 million in total principal amount of the new 5.75% senior convertible bonds due October 2024 (the “New Obligations” and this exchange, the “Exchange”).

The New Bonds will have the same initial conversion price as the Existing Bonds, representing no dilution for the shareholders at maturity compared to the Existing Bonds, the same coupon and no initial cost for the Company. Following the eighteen-month extension, the New Bonds will mature on October 1, 2024 and be fully and unconditionally guaranteed on a senior unsecured basis by Carnival plc and subsidiary guarantors. Following the close of trading, $183 million in total principal amount of existing notes will remain in circulation. The Stock Exchange is expected to close on August 22, 2022subject to customary closing conditions.

The New Bonds have been offered pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes and the common stock issuable upon conversion of the New Notes, if any, will not be registered under the Securities Act or any state securities law and may not be offered or sold in United States lack of registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

PJT Partners acts 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 Bonds or any other securities and will not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. prior to 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 Asiaits portfolio includes Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Caution Regarding Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are collectively referred to in this press release as “Carnival Corporation & plc”, “us”, “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 about us, including certain statements regarding the financing transactions described herein, future results, operations, outlook, plans, objectives, reputation, cash flow, liquidity and other events that have not yet occurred. These statements are intended to qualify for the safe harbors of 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 considered 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, where possible, to identify these statements by using words such as “will”, “may”, “could”, “should”, “should”, “believe”, “depend”, ” expects”, “objective”, “aspiration”, “anticipate”, “predict”, “project”, “future”, “intend”, “plan”, “estimate”, “target”, “indicate”, ” prospects” and similar expressions of the future the intent or negative of these terms.

Forward-looking statements include statements relating to our prospects and financial condition, including, but not limited to, statements regarding:

Pricing

Goodwill, ships and fair values ​​of brands

Reservation levels

Liquidity and credit ratings

Occupation

Adjusted earnings per share

Interest, taxes and fuel costs

Return to guest cruise operations

Exchange rate

Impact of the global coronavirus COVID-19 pandemic on our financial condition and results of operations

Estimates of depreciation periods and residual values ​​of vessels

Because forward-looking statements involve risks and uncertainties, many factors 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 about known factors that we believe could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial condition. Additionally, many of these risks and uncertainties are currently magnified and will continue to be magnified by COVID-19, or may be in the future. It is not possible to predict or identify all of these risks. There may be additional risks that we consider to be insignificant or that 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 people’s ability or desire to travel (including on cruises), is expected to continue to impact our results, operations, outlook, plans, objectives, reputation, litigation, cash flow, liquidity and share price;
  • world events and conditions, including war and other military actions, such as the current invasion of Ukraineincreased inflation and other general concerns impacting people’s ability or desire to travel, have caused, and may cause in the future, reduced demand for cruises, affecting our operating costs and our profitability;
  • incidents involving our ships, our passengers or the cruise industry have had in the past and could, in the future, impact the satisfaction of our passengers and crew and damage our reputation;
  • changes to and failure to comply with the laws and regulations under which we operate, such as those relating to health, environment, safety and security, privacy and data protection, anti-corruption, economic sanctions, trade protection and taxation have in the past and may in the future result in litigation, enforcement action, fines, penalties and reputational damage ;
  • factors associated with climate change, including changing and increasing regulations, growing global concern about climate change and the evolution of climate-conscious consumerism and stakeholder scrutiny, and the increased frequency and/or severity of adverse weather conditions could negatively impact our business;
  • failure to meet or achieve our sustainability goals, aspirations, initiatives, and our public statements and disclosures about them, may expose us to risks that could adversely impact our business;
  • data security breaches and data privacy breaches as well as disruptions and other damage to our principal offices, IT operations and systems networks and failure to keep pace with technological developments may have a negative impact on our business operations, guest and crew satisfaction and may damage reputation;
  • the loss of key employees, our inability to recruit or retain qualified shore and onboard employees and increased labor costs could adversely affect 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 routes and expected costs;
  • we rely on supply chain suppliers who are integral to the operations of our businesses. These suppliers and service providers are also affected by COVID-19 and may be unable to meet their commitments, which could impact our business;
  • fluctuations in exchange rates may negatively impact our financial results;
  • overcapacity and competition in the cruise and land vacation industry may cause our cruise sales, fares and destination options to decline;
  • failure to implement our shipbuilding programs and ship repairs, maintenance and upgrades may negatively impact our business operations and customer satisfaction; and
  • the risk factors included in the annual report of Carnival Corporation and Carnival plc on Form 10-K filed with the SEC on January 27, 2022 and the quarterly reports of Carnival Corporation and Carnival plc on Form 10-Q filed with the SEC on March 28, 2022 and June 29, 2022.

The order of risk factors listed 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 obligation under applicable law or any relevant stock market rule, we expressly disclaim any obligation to post, after the date of this document, any updates or revisions to these forward-looking statements to reflect any changes in expectations or the events, conditions or circumstances on which such statements are based. Forward-looking and other statements contained herein may also address our sustainability progress, plans and goals (including climate change and environmental matters). In addition, historical, current and forward-looking sustainability statements may be based on standards for measuring progress that are still in development, internal controls and processes that continue to evolve, and assumptions that may change in the future. .

SOURCE Carnival Corporation & plc

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