TIDMCCL
Carnival Corporation & plc Announces Closing of Offering of 71,875,000 Shares
of Common Stock
MIAMI, April 6, 2020 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK),
the world's largest leisure travel company, today announced that Carnival
Corporation (the "Corporation") has closed its registered public offering of
71,875,000 shares of common stock of the Corporation at a price of $8.00 per
share (including 9,375,000 shares of common stock of the Corporation sold
pursuant to the full exercise by the underwriters of their option to purchase
additional shares). The Corporation expects to use the net proceeds from the
offering for general corporate purposes.
The Corporation also announced today by separate press release that it has
closed its previously announced private offering to qualified institutional
buyers of $1.95 billion aggregate principal amount of 5.75% convertible senior
notes due 2023 (the "Convertible Notes"), including $200 million aggregate
principal amount of the Convertible Notes sold pursuant to the partial exercise
by the initial purchasers of their option to purchase additional Convertible
Notes. 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
$62.5 million aggregate principal amount of Convertible Notes, after giving
effect to the partial exercise of the option described above. The closing of
the Corporation's previously announced private offering to eligible purchasers
of $4 billion aggregate principal amount of 11.500% first-priority senior
secured notes due 2023 is expected to take place on April 8, 2020, subject to
customary closing conditions. Nothing contained herein shall constitute an
offer to sell or the solicitation of an offer to buy the Convertible Notes or
the first-priority senior secured notes.
BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan acted as joint
book-running managers for the common stock 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 common stock
offering was made only by means of a prospectus supplement and an accompanying
base prospectus. A prospectus supplement and accompanying base prospectus
relating to the common stock offering have been filed with the SEC and are
available on the SEC's website at www.sec.gov. Copies of the final prospectus
supplement and accompanying base prospectus relating to the common stock
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,
operations, outlooks, plans, goals, growth, 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 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 - Liquidity
expenses
- 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. Additionally, many of these risks and
uncertainties are currently amplified by and will continue to be amplified by,
or in the future may be amplified by, the COVID-19 outbreak. 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 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.
SOURCE Carnival Corporation & plc
CONTACT: Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538
END
(END) Dow Jones Newswires
April 07, 2020 02:00 ET (06:00 GMT)
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