Carnival Corporation & plc Announces Closing of
$2.0 Billion 6.125% Senior Unsecured
Notes Offering for Refinancing and Interest Expense
Reduction
Transaction included redemption of $2.03 billion 10.375% Senior Priority
Notes
MIAMI, Feb. 7, 2025 --
Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
today announced that Carnival Corporation (the "Company") has
closed its previously announced private offering (the "Notes
Offering") of $2.0 billion aggregate
principal amount of 6.125% senior unsecured notes due 2033 (the
"Notes"). The Company used 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, resulting in a
reduction in interest expense of over
4%.
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 transaction is expected to reduce
net annual interest expense by over $80
million. In addition, the indenture that governs the Notes
has investment grade-style
covenants.
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.
The Notes were 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 were not, and 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.
SOURCE Carnival Corporation &
plc
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
