Carnival Company & plc Proclaims Closing of $2.03 Billion Senior Precedence Notes due 2028 Issued by Carnival Holdings (Bermuda) Restricted for Refinancing

Proceeds to be initially used to paydown quantities drawn beneath the revolving credit score facility

MIAMI, Oct. 25, 2022 /PRNewswire/ — Carnival Company & plc (NYSE/LSE: CCL; NYSE: CUK) at the moment introduced that Carnival Holdings (Bermuda) Restricted (the “Issuer”), a subsidiary of Carnival Company (the “Firm”), has closed its personal providing of $2.03 billion mixture principal quantity of 10.375% Senior Precedence Notes due 2028 (the “Senior Precedence Notes”).

The Firm expects to initially use the web proceeds of the providing to repay quantities drawn beneath the revolving credit score facility, which stays obtainable for future principal funds on debt and for normal company functions.

The Senior Precedence Notes pays curiosity semi-annually on Might 1 and November 1 of every yr, starting on Might 1, 2023, at a price of 10.375% per yr, are callable starting Might 1, 2025 and priced at 98.465% of their face worth. The Senior Precedence Notes will mature on Might 1, 2028.

The Senior Precedence Notes are unsecured and are totally and unconditionally assured on an unsecured foundation, collectively and severally, by the Firm, Carnival plc and sure of the Firm’s and Carnival plc’s subsidiaries that assure considerably the entire Firm’s indebtedness.

In reference to the providing of the Senior Precedence Notes, the Firm and its subsidiaries will contribute 12 unencumbered vessels to the Issuer, with every of those vessels persevering with to be operated beneath one of many Firm’s, Carnival plc’s or considered one of their subsidiaries’ manufacturers.

The Senior Precedence Notes had been provided solely to individuals fairly believed to be certified institutional consumers in reliance on Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”), and out of doors the US, solely to non-U.S. traders in reliance on Regulation S beneath the Securities Act.

The Senior Precedence Notes weren’t, and won’t be, registered beneath the Securities Act or any state securities legal guidelines and is probably not provided or offered in the US absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

PJT Companions served as impartial monetary advisor to Carnival Company & plc.

This press launch shall not represent a suggestion to promote or a solicitation of a suggestion to purchase the Senior Precedence Notes or some other securities and shall not represent a suggestion, solicitation or sale in any jurisdiction during which such supply, solicitation or sale can be illegal.

About Carnival Company & plc

Carnival Company & plc is without doubt one of the world’s largest leisure journey firms with a portfolio of 9 of the world’s main cruise traces. With operations in North America, Australia, Europe and Asia, its portfolio options Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Cautionary Word Regarding Components That Might Have an effect on Future Outcomes

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively on this press launch as “Carnival Company & plc,” “our,” “us” and “we.” A few of the statements, estimates or projections contained on this press launch are “forward-looking statements” that contain dangers, uncertainties and assumptions with respect to us, together with some statements in regards to the financing transactions described herein, future outcomes, operations, outlooks, plans, targets, status, money flows, liquidity and different occasions which haven’t but occurred. These statements are meant to qualify for the secure harbors from legal responsibility offered by Part 27A of the Securities Act and Part 21E of the Securities Alternate Act of 1934, as amended. All statements apart from statements of historic info are statements that might be deemed forward-looking. These statements are based mostly on present expectations, estimates, forecasts and projections about our enterprise and the trade during which we function and the beliefs and assumptions of our administration. Now we have tried, every time doable, to determine these statements through the use of phrases like “will,” “could,” “might,” “ought to,” “would,” “imagine,” “relies upon,” “anticipate,” “objective,” “aspiration,” “anticipate,” “forecast,” “undertaking,” “future,” “intend,” “plan,” “estimate,” “goal,” “point out,” “outlook,” and comparable expressions of future intent or the destructive of such phrases.

Ahead-looking statements embody these statements that relate to our outlook and monetary place together with, however not restricted to, statements concerning:

• Pricing
• Reserving ranges
• Occupancy
• Curiosity, tax and gas bills
• Forex change charges
• Estimates of ship depreciable lives and residual values
• Goodwill, ship and trademark truthful values
• Liquidity and credit score scores
• Adjusted earnings per share
• Return to visitor cruise operations
• Influence of the COVID-19 coronavirus world pandemic on our monetary situation and outcomes of operations

As a result of forward-looking statements contain dangers and uncertainties, there are various elements that would trigger our precise outcomes, efficiency or achievements to vary materially from these expressed or implied by our forward-looking statements. This word accommodates necessary cautionary statements of the recognized elements that we think about might materially have an effect on the accuracy of our forward-looking statements and adversely have an effect on our enterprise, outcomes of operations and monetary place. Moreover, many of those dangers and uncertainties are at the moment, and sooner or later could proceed to be, amplified by COVID-19. It’s not doable to foretell or determine all such dangers. There could also be further dangers that we think about immaterial or that are unknown. These elements embody, however aren’t restricted to, the next:

• COVID-19 has had, and is anticipated to proceed to have, a major impression on our monetary situation and operations. The present, and unsure future, impression of COVID-19, together with its impact on the flexibility or want of individuals to journey (together with on cruises), is anticipated to proceed to impression our outcomes, operations, outlooks, plans, targets, status, litigation, money flows, liquidity, and inventory worth;
• occasions and circumstances world wide, together with warfare and different army actions, corresponding to the present invasion of Ukraine, inflation, greater gas costs, greater rates of interest and different normal considerations impacting the flexibility or want of individuals to journey have led and will sooner or later lead, to a decline in demand for cruises, impacting our working prices and profitability;
• incidents regarding our ships, friends or the cruise trade have prior to now and will, sooner or later, impression the satisfaction of our friends and crew and result in reputational harm;
• modifications in and non-compliance with legal guidelines and laws beneath which we function, corresponding to these regarding well being, surroundings, security and safety, knowledge privateness and safety, anti-corruption, financial sanctions, commerce safety and tax have prior to now and will, sooner or later, result in litigation, enforcement actions, fines, penalties and reputational harm;
• elements related to local weather change, together with evolving and rising laws, rising world concern about local weather change and the shift in local weather aware consumerism and stakeholder scrutiny, and rising frequency and/or severity of adversarial climate circumstances might adversely have an effect on our enterprise;
• incapability to fulfill or obtain our sustainability associated targets, aspirations, initiatives, and our public statements and disclosures concerning them, could expose us to dangers that will adversely impression our enterprise;
• breaches in knowledge safety and lapses in knowledge privateness in addition to disruptions and different damages to our principal workplaces, data know-how operations and system networks and failure to maintain tempo with developments in know-how could adversely impression our enterprise operations, the satisfaction of our friends and crew and will result in reputational harm;
• the lack of key staff, our incapability to recruit or retain certified shoreside and shipboard staff and elevated labor prices might have an adversarial impact on our enterprise and outcomes of operations;
• will increase in gas costs, modifications within the sorts of gas consumed and availability of gas provide could adversely impression our scheduled itineraries and prices;
• we depend on provide chain distributors who’re integral to the operations of our companies. These distributors and repair suppliers are additionally affected by COVID-19 and could also be unable to ship on their commitments which might impression our enterprise;
• fluctuations in overseas foreign money change charges could adversely impression our monetary outcomes;
• overcapacity and competitors within the cruise and land-based trip trade could result in a decline in our cruise gross sales, pricing and vacation spot choices;
• incapability to implement our shipbuilding applications and ship repairs, upkeep and refurbishments could adversely impression our enterprise operations and the satisfaction of our friends; and
• the danger elements included in Carnival Company’s and Carnival plc’s Annual Report on Type 10-Okay filed with the SEC on January 27, 2022 and Carnival Company’s and Carnival plc’s Quarterly Reviews on Type 10-Q filed with the SEC on March 28, 2022, June 29, 2022 and September 30, 2022.

The ordering of the danger elements set forth above shouldn’t be meant to replicate our indication of precedence or chance.

Ahead-looking statements shouldn’t be relied upon as a prediction of precise outcomes. Topic to any persevering with obligations beneath relevant regulation or any related inventory change guidelines, we expressly disclaim any obligation to disseminate, after the date of this doc, any updates or revisions to any such forward-looking statements to replicate any change in expectations or occasions, circumstances or circumstances on which any such statements are based mostly. Ahead-looking and different statements on this doc can also tackle our sustainability progress, plans and targets (together with local weather change and environmental-related issues). As well as, historic, present and forward-looking sustainability-related statements could also be based mostly on requirements for measuring progress which are nonetheless creating, inner controls and processes that proceed to evolve, and assumptions which are topic to alter sooner or later.

SOURCE Carnival Company & plc