September 25, 2020

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Carnival Corporation & plc Announces an Equity Offering and Repurchase of Convertible Notes

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MIAMI, Aug. five, 2020 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL NYSE: CUK), one particular of the world’s largest leisure journey corporations, right now announced that Carnival Company (the “Company”) priced a registered direct providing (the “Supplying”) of an combination of ninety nine,185,968 shares (the “Shares”) of its widespread stock at a cost of $14.02 for every share to a confined range of holders (the “Holders”) of its five.75% Convertible Senior Notes because of 2023 (the “Convertible Notes”). The Company intends to use the proceeds from the Supplying to repurchase from these types of Holders an combination of $885,589,000 principal total of its Convertible Notes (the “Note Repurchases,” and collectively with the Supplying, the “Transactions”) in privately negotiated transactions.

On a web foundation, the Company will not get any proceeds from the Transactions and will spend customary charges and charges in connection therewith. Consequently, the Transactions will not have a product effects on the Corporation’s money placement. Next the Note Repurchases, an combination of $1,126,911,000 principal total of the Corporation’s Convertible Notes will continue to be fantastic.

The Supplying is anticipated to close on August seven, 2020 (except with regard to five.five million Shares which is anticipated to close on August ten, 2020), issue to customary closing ailments. The Note Repurchases are anticipated to close promptly pursuing the closing of the Supplying (except with regard to $forty nine.three million combination principal total of the Note Repurchases which is anticipated to close on August ten, 2020), issue to customary closing ailments.

Goldman Sachs & Co. LLC is acting as the special placement agent for the Supplying. PJT Partners LP is serving as unbiased economical advisor to the Company for the Supplying. A shelf registration statement relating to the Shares was previously submitted with the U.S. Securities and Trade Commission (“SEC“) and is successful. The Supplying was designed only by signifies of a prospectus health supplement and an accompanying foundation prospectus. A preliminary prospectus health supplement and accompanying foundation prospectus relating to the Supplying have been submitted, and a last prospectus health supplement will be submitted with the SEC and will be accessible on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus health supplement and accompanying foundation prospectus relating to the Supplying may well be received from Goldman Sachs & Co. LLC, Prospectus Department, two hundred West Street, New York, New York 10282, phone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected] mail.gs.com.

This press launch does not constitute an offer you to offer or a solicitation of an offer you to purchase shares of widespread stock or any other securities and shall not constitute an offer you, solicitation or sale in any jurisdiction in which these types of an offer you, solicitation or sale would be illegal prior to the registration and qualification underneath the securities legal guidelines of these types of state or jurisdiction.

About Carnival Company & plc

Carnival Company & plc is one particular of the world’s largest leisure journey corporations with a portfolio of 9 of the world’s primary cruise strains. With operations in North The us, Australia, Europe and Asia, its portfolio characteristics Carnival Cruise Line, Princess Cruises, Holland The us Line, Seabourn, P&O Cruises (Australia), Costa Cruises, AIDA Cruises, P&O Cruises (British isles) and Cunard.

Cautionary Note Regarding Factors That May possibly Have an affect on Foreseeable future Final results

Carnival Company and Carnival plc and their respective subsidiaries are referred to collectively in this press launch, as “Carnival Company & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this doc are “forward-searching statements” that require dangers, uncertainties and assumptions with regard to us, which includes some statements relating to the financing transactions described herein, potential success, operations, outlooks, strategies, targets, reputation, money flows, liquidity and other functions which have not still occurred. These statements are meant to qualify for the safe harbors from liability offered by Part 27A of the Securities Act of 1933 and Part 21E of the Securities Trade Act of 1934. All statements other than statements of historical information are statements that could be considered forward-searching. These statements are based on latest anticipations, estimates, forecasts and projections about our organization and the sector in which we operate and the beliefs and assumptions of our management. We have tried, any time possible, to determine these statements by working with words like “will,” “may well,” “could,” “should really,” “would,” “feel,” “relies upon,” “assume,” “objective,” “anticipate,” “forecast,” “venture,” “potential,” “intend,” “program,” “estimate,” “target,” “suggest,” “outlook,” and very similar expressions of potential intent or the adverse of these types of terms.

Forward-searching statements consist of those people statements that relate to our outlook and economical placement which includes, but not confined to, statements pertaining to:

• Web profits yields

• Web cruise expenses, excluding gas for every accessible decrease berth working day

• Booking amounts

• Estimates of ship depreciable life and residual values

• Pricing and occupancy

Goodwill, ship and trademark honest values

• Curiosity, tax and gas charges

• Liquidity

• Currency exchange charges

• Adjusted earnings for every share

• Impression of the COVID-19 coronavirus world pandemic on our economical affliction and success of operations

Because forward-searching statements require dangers and uncertainties, there are many elements that could lead to our true success, effectiveness or achievements to vary materially from those people expressed or implied by our forward-searching statements. This note is made up of critical cautionary statements of the acknowledged elements that we think about could materially impact the precision of our forward-searching statements and adversely impact our organization, success of operations and economical placement. Furthermore, many of these dangers and uncertainties are at the moment amplified by and will carry on to be amplified by, or in the potential may well be amplified by, the COVID-19 outbreak. It is not possible to predict or determine all these types of dangers. There may well be extra dangers that we think about immaterial or which are not known. These elements consist of, but are not confined to, the pursuing:

  • COVID-19 has experienced, and is anticipated to carry on to have, a sizeable effects on our economical affliction and operations, which impacts our ability to acquire satisfactory financing to fund resulting reductions in money from operations. The latest, and unsure potential, effects of the COVID-19 outbreak, which includes its result on the ability or motivation of folks to journey (which includes on cruises), is anticipated to carry on to effects our success, operations, outlooks, strategies, targets, expansion, reputation, litigation, money flows, liquidity, and stock cost
  • As a result of the COVID-19 outbreak, we have paused our visitor cruise operations, and if we are unable to re-begin regular operations in the near-time period, we may well be out of compliance with a upkeep covenant in sure of our personal debt amenities as of May possibly 31, 2021
  • Earth functions impacting the ability or motivation of folks to journey may well lead to a decrease in demand for cruises
  • Incidents relating to our ships, guests or the cruise holiday vacation sector as very well as adverse temperature ailments and other purely natural disasters may well effects the pleasure of our guests and crew and lead to reputational problems
  • Variations in and non-compliance with legal guidelines and restrictions underneath which we operate, these types of as those people relating to wellbeing, environment, safety and stability, data privacy and security, anti-corruption, economic sanctions, trade security and tax may well lead to litigation, enforcement steps, fines, penalties, and reputational problems
  • Breaches in data stability and lapses in data privacy as very well as disruptions and other damages to our principal offices, info know-how operations and program networks and failure to preserve speed with developments in know-how may well adversely effects our organization operations, the pleasure of our guests and crew and lead to reputational problems
  • Skill to recruit, produce and retain skilled shipboard personnel who reside away from residence for extended intervals of time may well adversely effects our organization operations, visitor services and pleasure
  • Raises in gas charges, changes in the sorts of gas consumed and availability of gas source may well adversely effects our scheduled itineraries and expenses
  • Fluctuations in foreign forex exchange charges may well adversely effects our economical success
  • Overcapacity and competitiveness in the cruise and land-based holiday vacation sector may well lead to a decrease in our cruise income, pricing and spot options
  • Geographic regions in which we consider to increase our organization may well be sluggish to produce or eventually not produce how we assume
  • Incapacity to apply our shipbuilding applications and ship repairs, upkeep and refurbishments may well adversely effects our organization operations and the pleasure of our guests

The ordering of the hazard elements set forth earlier mentioned is not meant to replicate our sign of priority or probability.

Forward-searching statements should really not be relied on as a prediction of true success. Matter to any continuing obligations underneath relevant regulation or any suitable stock exchange guidelines, we expressly disclaim any obligation to disseminate, following the date of this doc, any updates or revisions to any these types of forward-searching statements to replicate any improve in anticipations or functions, ailments or conditions on which any these types of statements are based.

Perspective primary information:http://www.prnewswire.com/information-releases/carnival-corporation–plc-announces-an-equity-providing-and-repurchase-of-convertible-notes-301107263.html

Resource Carnival Company & plc

Roger Frizzell, Carnival Company, [email protected], (305) 406-7862 Mike Flanagan, LDWW, [email protected], (727) 452-4538

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