MIAMI, Jan. 28,
2025 /PRNewswire/ -- Carnival Corporation & plc
(NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival
Corporation (the "Company") commenced a private offering (the
"Notes Offering") of new senior unsecured notes in an aggregate
principal amount of $2.0 billion,
expected to mature in 2033 (the "Notes"), to refinance the
$2.03 billion 10.375% senior priority
notes due 2028 (the "Senior Priority Notes") of Carnival Holdings
(Bermuda) Limited ("Carnival
Bermuda"), expecting to reduce interest expense, simplify its
capital structure and manage its future debt maturities. In
addition, the indenture that will govern the Notes is expected to
have investment grade-style covenants.
Carnival Bermuda issued a
conditional notice of redemption for the entire outstanding
principal amount of the Senior Priority Notes to be redeemed on or
about February 7, 2025, at a
redemption price equal to 100.0% of the principal amount of the
Senior Priority Notes to be redeemed, plus the applicable
"make-whole" premium and accrued and unpaid interest to, but
excluding, the redemption date. The Company expects to fund the
redemption using the net proceeds from the Notes Offering and cash
on hand. The redemption is conditioned on the closing of the Notes
Offering.
This press release does not constitute a notice of redemption
with respect to the Senior Priority Notes.
The Notes will be 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.
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SOURCE Carnival Corporation & plc
