Carnival Corporation & plc Announces Closing of Convertible Notes Exchange, Extending Maturity of $87 Million of Convertible Notes at Existing 5.75% Rate

The 2023 notes were exchanged for the 2024 notes at the same coupon and without dilution to shareholders at scheduled maturity against the 2023 notes and at no upfront cost

MIAMI, November 1, 2022 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL ; NYSE: CUK ) today announced that Carnival Corporation (the “Company”) has closed its previously announced exchange of approx. 87 million dollars in aggregate principal amount of the Company’s outstanding 5.75% senior convertible notes due 2023 (the “2023 Notes”) for 87 million dollars in aggregate principal amount of the Company’s new senior 5.75% convertible notes due 2024 (the “2024 Notes”).

The 2024 Notes have the same initial conversion price as the 2023 Notes, representing no dilution to stockholders at scheduled maturity versus the 2023 Notes, the same coupon and no upfront cost to the Company. As a result of the eighteen month extension, the 2024 Notes will mature on October 1, 2024 and are fully and unconditionally guaranteed on a senior unsecured basis by Carnival plc and certain of the Company’s subsidiaries and Carnival plc guaranteeing substantially all of the Company’s indebtedness.

The 2024 Notes are issued pursuant to the Company Indenture, dated August 22, 2022have the same terms as outstanding of the Company 339 million dollars aggregate principal amount of 5.75% of the Senior Convertible Notes due 2024 (the “Existing 2024 Notes”) and are treated as a single class of securities trading under the same CUSIP number as the Existing 2024 Notes. 2024 were offered pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The 2024 notes and shares of common stock issuable upon conversion of the 2024 notes, if any, 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 the company and Carnival plc.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the 2024 Notes or any other securities and will not constitute an offer, solicitation or sale in any jurisdiction in which an offer, such solicitation or sale would be illegal. prior to registration and qualification under the securities laws of such state or jurisdiction.

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:

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 obligations under applicable law or applicable stock exchange rules, we expressly disclaim any obligation to distribute, after the date hereof, any updates or revisions to any such forward-looking statements to reflect any changes 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