Proceeds to be used initially to repay amounts drawn under the revolving credit facility
MIAMI, October 25, 2022 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL ; NYSE: CUK ) today announced that Carnival Holdings (Bermuda) Limited (the “Issuer”), a subsidiary of Carnival Corporation (the “Company”), has closed its private offering of 2.03 billion dollars aggregate principal amount of 10.375% Senior Notes due 2028 (the “Senior Notes”).
The Company expects to initially use the net proceeds of the offering to repay amounts drawn on the revolving credit facility, which remains available for future principal payments and for general corporate purposes.
The senior notes will pay interest every six months May 1 AND November 1 of each year, starting with May 1, 2023at a rate of 10.375% per year, are callable beginning May 1, 2025 and at a price of 98.465% of their nominal value. Senior Notes will mature sooner May 1, 2028.
The Senior Notes are unsecured and fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the Company, Carnival plc and certain of the Company’s subsidiaries and Carnival plc guaranteeing substantially all of the Company’s indebtedness.
In connection with the offering of the Senior Notes, the Company and its subsidiaries will contribute 12 unencumbered vessels to the Issuer, each of which vessels will continue to be operated under one of the Company’s brands, Carnival plc or one of their subsidiaries.
The senior notes were offered only to persons deemed to be qualified institutional purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside United Statesonly to non-US investors pursuant to Regulation S under the Securities Act.
The senior notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in United States lack of registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
PJT Partners served as independent financial advisor to Carnival Corporation & plc.
This press release will not constitute an offer to sell or a solicitation of an offer to buy the senior notes or any other securities and will not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be illegal. .
About Carnival Corporation & plc
Carnival Corporation & plc is one of the world’s largest leisure travel companies with a portfolio of nine of the world’s leading cruise lines. With operations in North America, Australia, Europe AND Asiaits portfolio contains Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.
Cautionary Note Regarding Factors That Could Affect Future Results
Carnival Corporation and Carnival plc and their respective subsidiaries are collectively referred to in this press release as “Carnival Corporation & plc”, “our”, “we” and “us”. Some of the statements, estimates or projections contained in this press release are “forward-looking statements” that involve risks, uncertainties and assumptions about us, including certain statements about the financial transactions described herein, future results, operations, prospects, plans, goals, reputation, cash flows, liquidity and other events that have not yet occurred. These statements are intended to qualify for the liability safe harbors 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 fact, are statements that may be considered forward-looking. These statements are based on current expectations, estimates, forecasts and projections regarding our business and the industry in which we operate and the beliefs and assumptions of our management. We have attempted, whenever possible, to identify these statements by using words such as “will”, “may”, “could”, “should”, “will”, “believe”, “depends”, “expect “, “aim, “”aspiration”, “anticipate”, “forecast”, “project”, “future”, “aim”, “plan”, “estimate”, “objective”, “indicator”, “prospect” and similar expressions of the future the purpose or negative of these terms.
Forward-looking statements include those statements related to our financial prospects and position, including, but not limited to, statements regarding:
- Prices
- Reservation levels
- occupancy
- Interest, tax and fuel expenses
- Currency exchange rates
- Estimates of the ship’s depreciable life and residual values
- Fair value of goodwill, vessel and trademark
- Liquidity and credit ratings
- Adjusted earnings per share
- Return to guest navigation operations
- Impact of the global COVID-19 coronavirus pandemic on our financial condition and results of operations
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 known factors that we believe could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. In addition, many of these risks and uncertainties are currently and in the future may continue to be amplified by COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or that are unknown. These factors include, but are not limited to, the following:
- COVID-19 has had and is expected to continue to have a significant impact on our financial condition and operations. The current and uncertain impact of COVID-19, including its effect on people’s ability or desire to travel (including cruises), is expected to continue to affect our results, operations, prospects, plans, goals, reputation, litigation , cash flows, liquidity and stock price;
- events and conditions around the world, including war and other military actions, such as the current invasion of Ukraineinflation, higher fuel prices, higher interest rates and other general concerns affecting people’s ability or desire to travel have led and may in the future lead to a decline in demand for cruises, affect our operating costs and profitability;
- incidents involving our ships, guests or the cruise industry have in the past and, in the future, may affect the satisfaction of our guests and crew and lead to reputational damage;
- changes and non-compliance with the laws and regulations under which we operate, such as those relating to health, the environment, safety and security, privacy and data protection, anti-corruption, economic sanctions, trade protection and taxation have occurred in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage;
- factors related to climate change, including evolving and increasing regulations, increased global concern about climate change and changes in climate-conscious consumerism and stakeholder scrutiny, and increased frequency and/or severity of adverse weather conditions may adversely affect our business;
- the inability to meet or achieve our goals, aspirations, initiatives and public statements and disclosures related thereto could expose us to risks that could adversely affect our business;
- data security breaches and data privacy lapses, as well as disruptions and other impairments to our main offices, information technology operations and system networks and failure to keep pace with developments in technology could adversely affect our business operations, the satisfaction of our guests and crew and may lead to reputational damage;
- the loss of key employees, our inability to recruit or retain qualified shore and shipboard employees 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 the availability of fuel supplies may adversely affect our scheduled routes and costs;
- we rely on supply chain vendors who are integral to the operations of our businesses. These vendors and service providers are also affected by COVID-19 and may not be able to fulfill their commitments which may affect our business;
- fluctuations in foreign currency exchange rates may adversely affect our financial results;
- Overcapacity and competition in the cruise and shore vacation industries could lead to a decline in cruise sales, prices and destination options;
- the inability to implement our shipbuilding programs and ship repairs, maintenance and renovations could adversely affect our business operations and the satisfaction of our guests; AND
- risk factors included in Carnival Corporation and Carnival plc’s Annual Report on Form 10-K filed with the SEC on January 27, 2022 and quarterly reports of Carnival Corporation and Carnival plc on Form 10-Q filed with the SEC at March 28, 2022, June 29, 2022 AND September 30, 2022.
The ranking of risk factors presented 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 obligation under applicable law or applicable stock exchange rules, we expressly disclaim any obligation to distribute, after the date hereof, any update or revision of any such forward-looking statement to reflect any change in expectations or events. the conditions or circumstances on which these 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 issues). In addition, historical, current and forward-looking statements related to sustainability may be based on standards for measuring progress that are still being developed, internal controls and processes that continue to be developed and assumptions that may change in the future.
SOURCE Carnival Corporation & plc
