Carnival Company & plc Broadcasts Extension of Maturity of an Extra $87 Million of 2023 Convertible Notes at Present 5.75% Price

The 2023 Notes will probably be exchanged for New 2024 Notes with the identical coupon and no dilution to shareholders at scheduled maturity versus the 2023 Notes and no upfront price

MIAMI, Oct. 28, 2022 /PRNewswire/ — Carnival Company & plc (NYSE/LSE: CCL; NYSE: CUK) at the moment introduced that Carnival Company (the “Firm”), Carnival plc and sure of their subsidiaries (the “Subsidiary Guarantors”) have entered into separate, privately negotiated change agreements with sure holders of the Firm’s excellent 5.75% Convertible Senior Notes due 2023 (the “2023 Notes”) pursuant to which the Firm will change $87 million in combination principal quantity of 2023 Notes for $87 million in combination principal quantity of recent 5.75% Convertible Senior Notes due October 2024 (the “New 2024 Notes” and such change, the “Alternate”).

The New 2024 Notes could have the identical preliminary conversion worth because the 2023 Notes, representing no dilution to shareholders at scheduled maturity versus the 2023 Notes, the identical coupon and no upfront price to the Firm. Because of the eighteen-month extension, the New 2024 Notes will mature on October 1, 2024 and be totally and unconditionally assured on a senior unsecured foundation by Carnival plc and the Subsidiary Guarantors. Following the closing of the Alternate, $96 million in combination principal quantity of 2023 Notes will stay excellent. The Alternate is predicted to shut on November 1, 2022, topic to customary closing circumstances.

The New 2024 Notes will probably be issued pursuant to the Firm’s Indenture, dated August 22, 2022, could have the identical phrases because the Firm’s excellent $339 million combination principal quantity of 5.75% Convertible Senior Notes due 2024 (the “Present 2024 Notes”) and will probably be handled as a single class of securities buying and selling below the identical CUSIP quantity because the Present 2024 Notes. The New 2024 Notes had been supplied pursuant to an exemption from the registration necessities below the Securities Act of 1933, as amended (the “Securities Act”).  The New 2024 Notes and the shares of widespread inventory issuable upon conversion of the New 2024 Notes, if any, won’t be registered below the Securities Act or any state securities legal guidelines and will not be supplied or bought in america absent registration or an relevant exemption from the registration necessities of the Securities Act and relevant state legal guidelines.

PJT Companions is serving as impartial monetary advisor to the Firm and Carnival plc.

This press launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase the New 2024 Notes or another securities and shall not represent a suggestion, solicitation or sale in any jurisdiction wherein such a suggestion, solicitation or sale could be illegal previous to the registration and qualification below the securities legal guidelines of such state or jurisdiction.

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 Be aware Regarding Elements That Could 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, objectives, status, money flows, liquidity and different occasions which haven’t but occurred. These statements are supposed to qualify for the protected harbors from legal responsibility supplied by Part 27A of the Securities Act and Part 21E of the Securities Alternate Act of 1934, as amended. All statements aside from statements of historic information are statements that could possibly be deemed forward-looking. These statements are based mostly on present expectations, estimates, forecasts and projections about our enterprise and the trade wherein we function and the beliefs and assumptions of our administration. We now have tried, at any time when attainable, to determine these statements by utilizing phrases like “will,” “might,” “may,” “ought to,” “would,” “consider,” “relies upon,” “anticipate,” “objective,” “aspiration,” “anticipate,” “forecast,” “undertaking,” “future,” “intend,” “plan,” “estimate,” “goal,” “point out,” “outlook,” and comparable expressions of future intent or the detrimental of such phrases.

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

As a result of forward-looking statements contain dangers and uncertainties, there are a lot of elements that would trigger our precise outcomes, efficiency or achievements to vary materially from these expressed or implied by our forward-looking statements. This notice comprises necessary cautionary statements of the recognized elements that we contemplate may 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 present, and sooner or later might proceed to be, amplified by COVID-19. It’s not attainable to foretell or determine all such dangers. There could also be further dangers that we contemplate immaterial or that are unknown. These elements embody, however usually are not restricted to, the next:

• COVID-19 has had, and is predicted to proceed to have, a big affect on our monetary situation and operations. The present, and unsure future, affect of COVID-19, together with its impact on the flexibility or want of individuals to journey (together with on cruises), is predicted to proceed to affect our outcomes, operations, outlooks, plans, objectives, status, litigation, money flows, liquidity, and inventory worth;
• occasions and circumstances world wide, together with battle and different army actions, resembling the present invasion of Ukraine, inflation, increased gas costs, increased rates of interest and different basic issues impacting the flexibility or want of individuals to journey have led and should 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 up to now and should, sooner or later, affect the satisfaction of our friends and crew and result in reputational harm;
• modifications in and non-compliance with legal guidelines and rules below which we function, resembling these referring to well being, atmosphere, security and safety, information privateness and safety, anti-corruption, financial sanctions, commerce safety and tax have up to now and should, sooner or later, result in litigation, enforcement actions, fines, penalties and reputational harm;
• elements related to local weather change, together with evolving and growing rules, growing international concern about local weather change and the shift in local weather aware consumerism and stakeholder scrutiny, and growing frequency and/or severity of hostile climate circumstances may adversely have an effect on our enterprise;
• incapability to fulfill or obtain our sustainability associated objectives, aspirations, initiatives, and our public statements and disclosures relating to them, might expose us to dangers which will adversely affect our enterprise;
• breaches in information safety and lapses in information privateness in addition to disruptions and different damages to our principal places of work, info expertise operations and system networks and failure to maintain tempo with developments in expertise might adversely affect our enterprise operations, the satisfaction of our friends and crew and should result in reputational harm;
• the lack of key staff, our incapability to recruit or retain certified shoreside and shipboard staff and elevated labor prices may have an hostile impact on our enterprise and outcomes of operations;
• will increase in gas costs, modifications within the kinds of gas consumed and availability of gas provide might adversely affect 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 may affect our enterprise;
• fluctuations in overseas foreign money change charges might adversely affect our monetary outcomes;
• overcapacity and competitors within the cruise and land-based trip trade might result in a decline in our cruise gross sales, pricing and vacation spot choices;
• incapability to implement our shipbuilding packages and ship repairs, upkeep and refurbishments might adversely affect our enterprise operations and the satisfaction of our friends; and
• the chance elements included in Carnival Company’s and Carnival plc’s Annual Report on Kind 10-Okay filed with the SEC on January 27, 2022 and Carnival Company’s and Carnival plc’s Quarterly Stories on Kind 10-Q filed with the SEC on March 28, 2022, June 29, 2022 and September 30, 2022.

The ordering of the chance elements set forth above isn’t supposed to mirror our indication of precedence or probability.

Ahead-looking statements shouldn’t be relied upon as a prediction of precise outcomes. Topic to any persevering with obligations below 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 mirror 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 may additionally tackle our sustainability progress, plans and objectives (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 growing, inner controls and processes that proceed to evolve, and assumptions which are topic to alter sooner or later.

SOURCE Carnival Company & plc