MIAMI, April 8, 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 closed its private
offering of $4.00 billion aggregate
principal amount of 11.500% First-Priority Senior Secured Notes due
2023 (the "Secured Notes"). The Corporation also announced today
that the initial purchasers of the Corporation's previously
announced private offering of 5.75% Convertible Senior Notes due
2023 (the "Convertible Notes") fully exercised the remainder of
their option to purchase an additional $62.5
million aggregate principal amount of the Convertible Notes.
The offering of the additional Convertible Notes closed today. The
Corporation expects to use the net proceeds from the offering of
the Secured Notes and the offering of the Convertible Notes for
general corporate purposes.
The Secured Notes were 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 were 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 does not constitute an offer to sell or a
solicitation of an offer to buy the Secured Notes, the Convertible
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.
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:
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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.
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
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SOURCE Carnival Corporation & plc