MIAMI, March 31, 2020
/PRNewswire/ -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK) (the "Company") the world's
largest leisure travel company, today announced that Carnival
Corporation (the "Corporation") has commenced private offerings of
$3 billion aggregate principal amount
of first-priority senior secured notes due 2023 (the "Secured
Notes") of the Corporation and $1.75
billion aggregate principal amount of senior convertible
notes due 2023 of the Corporation (the "Convertible Notes" and,
collectively with the Secured Notes, the "Notes"). The Corporation
intends to grant the initial purchasers of the Convertible Notes an
option to purchase, during a 13-day period beginning on, and
including the first day on which the Convertible Notes are issued,
up to an additional $262.5 million
aggregate principal amount of Convertible Notes.
Each series of Notes will be fully and unconditionally
guaranteed, jointly and severally, by Carnival plc and certain of
the Corporation's and Carnival plc's subsidiaries that own or
operate the Company's vessels and material intellectual property.
Additionally, the Secured Notes and the related guarantees will be
secured by a first-priority lien on the collateral, which includes,
without limitation, pledges on the capital stock of each subsidiary
guarantor, mortgages on a substantial majority of the vessels and
related vessel collateral, material intellectual property and
pledges over other vessel-related assets including inventory,
computer software and casino equipment.
The Convertible Notes will be convertible at the holder's option
in certain circumstances. Upon conversion, the Corporation will
satisfy its conversion obligation by paying or delivering, at its
election, as applicable, cash, shares of its common stock or a
combination of cash and shares of its common stock.
The Corporation expects to use the net proceeds from the
offerings of the Notes for general corporate purposes.
The Company also announced today by separate press release that
the Corporation has commenced a registered public offering of
$1.25 billion of shares of its common
stock (or $1.4375 billion of shares
of its common stock if the underwriters in such offering exercise
in full their option to purchase additional shares of common
stock). Nothing contained herein shall constitute an offer to sell
or the solicitation of an offer to buy the common stock. None of
the closings of the offerings of shares of common stock, Secured
Notes or Convertible Notes is conditioned upon the closing of any
of the other offerings or vice versa.
The Secured Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act, and outside the United States, only to non-U.S. investors
pursuant to Regulation S. The Convertible Notes are being offered
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act. The
Secured Notes, the Convertible Notes and the shares of common stock
issuable upon conversion of the Convertible 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.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the 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 press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
About Carnival Corporation & plc
Carnival Corporation & plc is the world's largest
leisure travel company 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 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, outlooks, plans, goals 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:
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• Net revenue
yields
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• Net cruise
costs, excluding fuel per available lower berth day
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• Booking
levels
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• Estimates of
ship depreciable lives and residual values
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• Pricing and
occupancy
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• Goodwill, ship
and trademark fair values
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• Interest, tax
and fuel expenses
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• Liquidity
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• Currency
exchange rates
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• Adjusted
earnings per share
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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. 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, global financial
markets and general economic conditions as well as the
following:
- COVID-19 has had, and will continue to have, a materially
adverse impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund any
resulting shortfalls 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), will continue to impact our results, operations,
outlooks, plans, goals, growth, reputation, cash flows, liquidity,
and stock price
- 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.
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SOURCE Carnival Corporation & plc