Carnival Corporation &
plc Announces Pricing of $2.0 Billion
6.125% Senior Unsecured Notes Offering for Refinancing and Interest
Expense Reduction
Proceeds from the offering of senior unsecured notes
to be used to redeem $2.03 billion
10.375% senior priority notes due 2028
MIAMI, Jan. 28, 2025 -- Carnival Corporation &
plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival
Corporation (the "Company") priced its private offering (the "Notes
Offering") of $2.0 billion aggregate
principal amount of 6.125% senior unsecured notes due 2033 (the
"Notes"). The Company expects to use the net proceeds from the
Notes Offering, together with cash on hand, to redeem the
$2.03 billion 10.375% senior priority
notes due 2028 (the "Senior Priority Notes") of Carnival Holdings
(Bermuda) Limited ("Carnival
Bermuda").
The Notes Offering and the redemption of the Senior
Priority Notes are a continuation of the Company's strategy to
reduce interest expense, simplify its capital structure and manage
its future debt maturities. The Company expects to reduce net
annual interest expense by over $80
million as a result of the transaction. In addition, the
indenture that will govern the Notes is expected to have investment
grade-style covenants.
The Notes Offering is expected to close on February 7, 2025, subject to customary closing
conditions. The previously announced redemption of the Senior
Priority Notes is expected to occur on February 7, 2025, and is conditioned on the
closing of the Notes Offering.
The Notes will pay interest semi-annually on February 15 and August
15 of each year, beginning on August
15, 2025, at a rate of 6.125% per year. The Notes will be
unsecured and will mature on February 15,
2033. The Notes will be fully and unconditionally guaranteed
on an unsecured basis, jointly and severally, by Carnival plc and
certain of the Company's and Carnival plc's subsidiaries that also
guarantee our first-priority secured indebtedness, certain of our
other unsecured notes and our convertible notes.
This press release does not constitute a notice of
redemption with respect to the Senior Priority Notes.
The Notes are being 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.
CONTACT: Carnival Corporation & plc Media
Contact: Jody Venturoni, Carnival
Corporation, jventuroni@carnival.com, (469) 797-6380; Carnival
Corporation & plc Investor Relations Contact: Beth Roberts, Carnival Corporation,
eroberts@carnival.com, (305) 406-4832
SOURCE: Carnival Corporation & plc
