MIAMI, April 1, 2020 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), the
world's largest leisure travel company, today announced that
Carnival Corporation (the "Corporation") has priced its
underwritten public offering of 62,500,000 shares of common stock
of the Corporation at a price of $8.00 per share. The aggregate amount of shares
of common stock to be issued in the offering was decreased to
approximately $500 million from the
previously announced $1.25 billion.
The offering is expected to close on April
6, 2020, subject to customary closing conditions. The
Corporation has granted the underwriters an option to purchase up
to 9,375,000 of additional shares, which option must be exercised
on or before May 1, 2020. The
Corporation expects to use the net proceeds from the offering for
general corporate purposes.
The Corporation also announced by separate press release that it
has priced its previously announced private offerings to eligible
purchasers of $4 billion aggregate
principal amount of 11.500% first-priority senior secured notes due
2023 and $1.75 billion aggregate
principal amount of 5.75% senior convertible notes due 2023. The
aggregate principal amount of the senior secured notes to be issued
was increased to $4 billion from the
previously announced $3 billion. The
net proceeds from the offering of senior secured notes will be
deposited into a segregated escrow account, pending the releases in
accordance with certain collateral perfection thresholds. The
Corporation has granted the initial purchasers of the convertible
notes an option to purchase on or before April 18, 2020, up to an additional $262.5 million aggregate principal amount of
convertible notes. Nothing contained herein shall constitute an
offer to sell or the solicitation of an offer to buy the senior
secured notes or the convertible notes. The offering of convertible
notes is expected to close on April 6,
2020, subject to customary closing conditions, and the
offering of senior secured notes is expected to close on
April 8, 2020, subject to customary
closing conditions. None of the closings of the offerings of shares
of common stock, senior secured notes or convertible notes is
conditioned upon the closing of any of the other offerings or vice
versa.
BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan,
are acting as joint book-running managers for the offering. A shelf
registration statement relating to these securities has been filed
with the U.S. Securities and Exchange Commission ("SEC") and has
become effective. The offering may be made only by means of a
prospectus supplement and an accompanying base prospectus. A
preliminary prospectus supplement and accompanying base prospectus
relating to the offering have been filed, and a final prospectus
supplement will be filed, with the SEC and will be available on the
SEC's website at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying base prospectus relating to the
offering may be obtained from (1) BofA Securities, Inc., Attn:
Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd
floor, Charlotte NC 28255-0001, email:
dg.prospectus_requests@bofa.com, (2) Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com) and (3) J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or via
telephone: 1-866-803-9204.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock 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 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:
|
• Net revenue
yields
|
• Net cruise
costs, excluding fuel per available lower berth day
|
• Booking
levels
|
• Estimates of
ship depreciable lives and residual values
|
• Pricing and
occupancy
|
• Goodwill, ship
and trademark fair values
|
• Interest, tax
and fuel expenses
|
• Liquidity
|
• Currency
exchange rates
|
• Adjusted
earnings per share
|
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