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Carnival Plc
Carnival PLC - Carnival Corporation & plc Announces Pricing of $2.0 Billion 6.125% Senior Unsecured Notes Offering for Refinancing and Interest Expense Reduction
29th January 2025, 07:00
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Carnival Corporation & plc Announces Pricing of $2.0 Billion 6.125% Senior
Unsecured Notes Offering for Refinancing and Interest Expense Reduction

Proceeds from the offering of senior unsecured notes to be used to redeem $2.03
billion 10.375% senior priority notes due 2028

MIAMI, Jan. 28, 2025 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
today announced that Carnival Corporation (the "Company") priced its private
offering (the "Notes Offering") of $2.0 billion aggregate principal amount of
6.125% senior unsecured notes due 2033 (the "Notes"). The Company expects to use
the net proceeds from the Notes Offering, together with cash on hand, to redeem
the $2.03 billion 10.375% senior priority notes due 2028 (the "Senior Priority
Notes") of Carnival Holdings (Bermuda) Limited ("Carnival Bermuda").

The Notes Offering and the redemption of the Senior Priority Notes are a
continuation of the Company's strategy to reduce interest expense, simplify its
capital structure and manage its future debt maturities. The Company expects to
reduce net annual interest expense by over $80 million as a result of the
transaction. In addition, the indenture that will govern the Notes is expected
to have investment grade-style covenants.

The Notes Offering is expected to close on February 7, 2025, subject to
customary closing conditions. The previously announced redemption of the Senior
Priority Notes is expected to occur on February 7, 2025, and is conditioned on
the closing of the Notes Offering.

The Notes will pay interest semi-annually on February 15 and August 15 of each
year, beginning on August 15, 2025, at a rate of 6.125% per year. The Notes will
be unsecured and will mature on February 15, 2033. The Notes will be fully and
unconditionally guaranteed on an unsecured basis, jointly and severally, by
Carnival plc and certain of the Company's and Carnival plc's subsidiaries that
also guarantee our first-priority secured indebtedness, certain of our other
unsecured notes and our convertible notes.

This press release does not constitute a notice of redemption with respect to
the Senior Priority Notes.

The Notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), and outside the United States, only to non
-U.S. investors pursuant to Regulation S under the Securities Act.

The Notes 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 the solicitation of
an offer to purchase the Notes or any other securities and shall not constitute
an offer, solicitation or sale in any state or jurisdiction in which such
offering, solicitation or sale would be unlawful.

About Carnival Corporation & plc

Carnival Corporation & plc is the largest global cruise company, and among the
largest leisure travel companies, with a portfolio of world-class cruise lines -
AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line,
P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.

Cautionary Note Concerning Forward-Looking Statements

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 press release 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, 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
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 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," "aspiration," "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:

  · Interest, tax and fuel expenses
  · Liquidity and credit ratings
  · The transactions described herein

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. These factors include, but are not limited to, the
following:

  · Events and conditions around the world, including geopolitical uncertainty,
war and other military actions, pandemics, inflation, higher fuel prices, higher
interest rates and other general concerns impacting the ability or desire of
people to travel could lead to a decline in demand for cruises as well as have
significant negative impacts on our financial condition and operations.
  · Incidents concerning our ships, guests or the cruise industry may negatively
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-money laundering, anti-corruption, economic
sanctions, trade protection, labor and employment, and tax may be costly and
lead to litigation, enforcement actions, fines, penalties and reputational
damage.
  · Factors associated with climate change, including evolving and increasing
regulations, increasing global concern about climate change and the shift in
climate conscious consumerism and stakeholder scrutiny, and increasing frequency
and/or severity of adverse weather conditions could have a material impact on
our business.
  · Inability to meet or achieve our targets, goals, aspirations, initiatives,
and our public statements and disclosures regarding them, including those
related to sustainability matters, may expose us to risks that may adversely
impact our business.
  · Cybersecurity incidents and data privacy breaches, 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
have adversely impacted and may in the future materially adversely impact our
business operations, the satisfaction of our guests and crew and may lead to
fines, penalties and reputational damage.
  · The loss of key team members, our inability to recruit or retain qualified
shoreside and shipboard team members and increased labor costs could have an
adverse effect on 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 scheduled itineraries and
costs.
  · We rely on suppliers who are integral to the operations of our businesses.
These suppliers and service providers may be unable to deliver on their
commitments, which could negatively impact our business.
  · Fluctuations in foreign currency exchange rates may adversely impact our
financial results.
  · Overcapacity and competition in the cruise and land-based vacation industry
may negatively impact our cruise sales, pricing and destination options.
  · Inability to implement our shipbuilding programs and ship repairs,
maintenance and refurbishments may adversely impact our business operations and
the satisfaction of our guests.
  · We require a significant amount of cash to service our debt and sustain our
operations. Our ability to generate cash depends on many factors, including
those beyond our control, and we may not be able to generate cash required to
service our debt and sustain our operations.
  · Our substantial debt could adversely affect our financial health and
operating flexibility.
  · The risk factors included in Carnival Corporation's and Carnival plc's
Annual Report on Form 10-K filed with the SEC on January 27, 2025.

The ordering of the risk factors set forth above is not intended to reflect our
indication of priority or likelihood. Additionally, many of these risks and
uncertainties are currently, and in the future may continue to be, amplified by
our substantial debt balance incurred during the pause of our guest cruise
operations. There may be additional risks that we consider immaterial or which
are unknown.

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.

Forward-looking and other statements in this document may also address our
sustainability progress, plans, and goals (including climate change and
environmental-related matters). In addition, historical, current, and forward
-looking sustainability- and climate-related statements may be based on
standards and tools for measuring progress that are still developing, internal
controls and processes that continue to evolve, and assumptions and predictions
that are subject to change in the future and may not be generally shared.

CONTACT: Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival
Corporation, jventuroni@carnival.com, (469) 797-6380; Carnival Corporation & plc
Investor Relations Contact: Beth Roberts, Carnival Corporation,
eroberts@carnival.com, (305) 406-4832

SOURCE: Carnival Corporation & plc

This information was brought to you by Cision http://news.cision.com

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