Carnival PLC Carnival Announces Closing of Convertible Senior Notes
07 April 2020 - 4:00PM
UK Regulatory
TIDMCCL
Carnival Corporation & plc Announces Closing of 5.75% Convertible Senior Notes
due 2023
MIAMI, April 6, 2020 -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK),
the world's largest leisure travel company, today announced that Carnival
Corporation (the "Corporation") has closed its private offering to qualified
institutional buyers of $1.95 billion aggregate principal amount of 5.75%
convertible senior notes due 2023 (the "Convertible Notes"), including $200
million aggregate principal amount of the Convertible Notes sold pursuant to
the partial exercise by the initial purchasers of their option to purchase
additional Convertible Notes. The Corporation has granted the initial
purchasers of the Convertible Notes an option to purchase on or before April
18, 2020, up to an additional $62.5 million aggregate principal amount of
Convertible Notes, after giving effect to the partial exercise of the option
described above. The Corporation expects to use the net proceeds from the
offering for general corporate purposes.
The Corporation also announced today by separate press release that it has
closed its previously announced registered public offering of 71,875,000 shares
of common stock of the Corporation at a price of $8.00 per share (including
9,375,000 shares of common stock of the Corporation sold pursuant to the full
exercise by the underwriters of their option to purchase additional shares).
The closing of the Corporation's previously announced private offering to
eligible purchasers of $4 billion aggregate principal amount of 11.500%
first-priority senior secured notes due 2023 is expected to take place on April
8, 2020, subject to customary closing conditions. Nothing contained herein
shall constitute an offer to sell or the solicitation of an offer to buy the
common stock or the first-priority senior secured notes.
The Convertible Notes were offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities
Act. The Convertible Notes and the shares of common stock issuable upon
conversion of the Convertible Notes, if any, 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 does not constitute an offer to sell or a solicitation of an
offer to buy the Convertible Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful.
About Carnival Corporation & plc
Carnival Corporation & plc is the world's largest leisure travel company with a
portfolio of nine of the world's leading cruise lines. With operations in North
America, Australia, Europe and Asia, its portfolio features Carnival Cruise
Line, Princess Cruises, Holland America Line, Seabourn, P&O Cruises
(Australia), Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.
Cautionary Note Concerning Factors That May Affect Future Results
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 document 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, growth, 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 of 1933 and Section 21E of the Securities Exchange Act of 1934.
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," "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:
* Net revenue yields * Net cruise costs, excluding fuel per available
lower berth day
* Booking levels * Estimates of ship depreciable lives and residual
values
* Pricing and occupancy * Goodwill, ship and trademark fair values
* Interest, tax and fuel * Liquidity
expenses
* Currency exchange rates * Adjusted earnings per share
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. Additionally, many of these risks and
uncertainties are currently amplified by and will continue to be amplified by,
or in the future may be amplified by, the COVID-19 outbreak. It is not possible
to predict or identify all such risks. There may be additional risks that we
consider immaterial or which are unknown. These factors include, but are not
limited to, the following:
* COVID-19 has had, and will continue to have, a materially adverse impact on
our financial condition and operations, which impacts our ability to obtain
acceptable financing to fund any resulting shortfalls in cash from
operations. The current, and uncertain future, impact of the COVID-19
outbreak, including its effect on the ability or desire of people to travel
(including on cruises), will continue to impact our results, operations,
outlooks, plans, goals, growth, reputation, cash flows, liquidity, and
stock price
* World events impacting the ability or desire of people to travel may lead
to a decline in demand for cruises
* Incidents concerning our ships, guests or the cruise vacation industry as
well as adverse weather conditions and other natural disasters may 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-corruption, economic sanctions,
trade protection and tax may lead to litigation, enforcement actions,
fines, penalties, and reputational damage
* Breaches in data security and lapses in data privacy 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 may adversely impact our business operations, the
satisfaction of our guests and crew and lead to reputational damage
* Ability to recruit, develop and retain qualified shipboard personnel who
live away from home for extended periods of time may adversely impact our
business operations, guest services and satisfaction
* Increases in fuel prices, changes in the types of fuel consumed and
availability of fuel supply may adversely impact our scheduled itineraries
and costs
* Fluctuations in foreign currency exchange rates may adversely impact our
financial results
* Overcapacity and competition in the cruise and land-based vacation industry
may lead to a decline in our cruise sales, pricing and destination options
* Geographic regions in which we try to expand our business may be slow to
develop or ultimately not develop how we expect
* Inability to implement our shipbuilding programs and ship repairs,
maintenance and refurbishments may adversely impact our business operations
and the satisfaction of our guests
The ordering of the risk factors set forth 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 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.
CONTACT: Roger Frizzell, Carnival Corporation, rfrizzell@carnival.com, (305)
406-7862; Mike Flanagan, LDWW, mike@ldwwgroup.com, (727) 452-4538
END
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