Carnival Corporation & plc Announces Price of Ordinary Share Offering |

MIAMI, July 20, 2022 /PRNewswire/ — Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK), announced today that Carnival Corporation (the “Company”) has priced its previously announced underwritten public offering of 102,139,621 ordinary shares of the Company at a public offering price of $9.95 per share. The Company has granted the underwriter a 30-day option to purchase up to 15,320,943 additional common shares of the Company. The offer is expected to close on July 25, 2022, subject to customary closing conditions. The Company expects to use the net proceeds of the offering for general corporate purposes, which may include processing debt maturities in 2023.

Goldman Sachs & Co. LLC is acting as sole bookrunner and underwriter for the proposed public offering.

An effective registration statement relating to these common shares was filed with the United States Securities and Exchange Commission (“SEC”) on January 26, 2021. The offering of Common Shares is being made only by means of a Prospectus Supplement and an accompanying Base Prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the common stock offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the common stock offering may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, phone: 1-866-471-2526, fax: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com.

PJT Partners acts as independent financial advisor to the Company and Carnival plc.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any common stock and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be illegal prior to registration and qualification under the securities laws of such state or jurisdiction. This announcement contains inside information (for the purposes of applicable UK law).

About Carnival Corporation & plc

Carnival Corporation & plc is one of the world’s largest leisure travel companies with a portfolio of nine of the world’s leading cruise lines. With operations in North America, Australia, Europe and Asiaits portfolio includes Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.

Caution Regarding Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are collectively referred to in this press release as “Carnival Corporation & plc”, “us”, “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 about us, including certain statements regarding the financing transactions described herein, future results, operations, prospects, plans, objectives, reputation, cash flow, liquidity and other events that have not yet occurred. These statements are intended to qualify for the safe harbors of liability provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be considered 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, where possible, to identify these statements by using words such as “will”, “may”, “could”, “should”, “should”, “believe”, “depend”, ” expects”, “objective”, “aspiration”, “anticipate”, “predict”, “project”, “future”, “intend”, “plan”, “estimate”, “target”, “indicate”, ” prospects” and similar expressions of the future the intent or negative of these terms.

Forward-looking statements include statements relating to our prospects and financial condition, including, but not limited to, statements regarding:

Because forward-looking statements involve risks and uncertainties, many factors 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 about known factors that we believe could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial condition. Additionally, many of these risks and uncertainties are currently magnified and will continue to be magnified by COVID-19, or may be in the future. It is not possible to predict or identify all of these risks. There may be additional risks that we consider to be insignificant or that are unknown. These factors include, but are not limited to, the following:

• COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations. The current and uncertain future impact of COVID-19, including its effect on people’s ability or desire to travel (including on cruises), is expected to continue to impact our results, operations, outlook, plans, objectives, reputation, litigation, cash flow, liquidity and share price;
• world events and conditions, including war and other military actions, such as the current invasion of Ukraineincreased inflation and other general concerns impacting people’s ability or desire to travel, have caused, and may cause in the future, reduced demand for cruises, affecting our operating costs and our profitability;
• incidents involving our ships, our passengers or the cruise industry have had in the past and could, in the future, impact the satisfaction of our passengers and crew and damage our reputation;
• changes to and failure to comply with the laws and regulations under which we operate, such as those relating to health, environment, safety and security, privacy and data protection, anti-corruption, economic sanctions, trade protection and taxation have occurred in the past and may in the future result in litigation, enforcement action, fines, penalties and breaches of the reputation ;
• factors associated with climate change, including changing and increasing regulations, growing global concern about climate change and the evolution of climate-conscious consumerism and stakeholder scrutiny, and the increased frequency and/or severity of adverse weather conditions could negatively impact our business;
• failure to meet or achieve our sustainability goals, aspirations, initiatives, and our public statements and disclosures about them, may expose us to risks that could adversely impact our business;
• data security breaches and data privacy breaches as well as disruptions and other damage to our principal offices, IT operations and systems networks and failure to keep pace with technological developments may have a negative impact on our business operations, guest and crew satisfaction and may damage reputation;
• the loss of key employees, our inability to recruit or retain qualified shore and onboard employees and increased labor costs could adversely affect 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 routes and expected costs;
• we rely on supply chain suppliers who are integral to the operations of our businesses. These suppliers and service providers are also affected by COVID-19 and may be unable to meet their commitments, which could impact our business;
• fluctuations in exchange rates may negatively impact our financial results;
• overcapacity and competition in the cruise and land vacation industry may cause our cruise sales, fares and destination options to decline;
• failure to implement our shipbuilding programs and ship repairs, maintenance and upgrades may negatively impact our business operations and customer satisfaction; and
• the risk factors included in the annual report of Carnival Corporation and Carnival plc on Form 10-K filed with the SEC on January 27, 2022 and the quarterly reports of Carnival Corporation and Carnival plc on Form 10-Q filed with the SEC on March 28, 2022 and June 29, 2022.

The order of risk factors listed 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 obligation under applicable law or any relevant stock market rule, we expressly disclaim any obligation to post, after the date of this document, any updates or revisions to these forward-looking statements to reflect any changes in expectations or the events, conditions or circumstances on which such statements are based. Forward-looking and other statements contained herein may also address our sustainability progress, plans and goals (including climate change and environmental matters). In addition, historical, current and forward-looking sustainability statements may be based on standards for measuring progress that are still in development, internal controls and processes that continue to evolve, and assumptions that may change in the future. .

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SOURCE Carnival Corporation & plc