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Carnival Corporation & plc Announces Successful Results of Tender Offer for its 11.5% Senior Secured Notes Due 2023 Subject to Refinancing Conditions

Carnival Corporation & plc announced the successful early results for its consent solicitation and tender offer for purchase of up to approximately $2.0 billion of the 11.5% First Priority Senior Secured Notes, with 85.19% of consents received and $2.4 billion of Notes tendered. As a result, the Supplemental Indenture was executed. The tender offer remains subject to financing conditions.

Carnival Corporation & plc announced today the successful early results of Carnival Corporation's (the "Issuer") previously announced Tender Offer to purchase for cash up to $2,004,000,000 aggregate principal amount of its 11.5% First Priority Senior Secured Notes due 2023 (the "Notes") (CUSIP Nos. 143658 BC5 / P2121V AE4; ISIN Nos. US143658BC57 / USP2121VAE40) and a solicitation of Consents for proposed amendments to the Indenture governing the Notes. The Tender Offer and the Consent Solicitation have been made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2021 (the "Statement").

Capitalized terms not defined herein have the meanings attributed to them in the Statement.

Consent Solicitation

The Issuer has obtained 85.19% of the Consents, thereby satisfying the requirement that Holders of at least a majority in principal amount of the Notes then outstanding provide consent to the Proposed Amendments. The Tender Offer and Consent Solicitation remain subject to the other conditions set forth in the Statement.  The Issuer may waive any of these conditions in its sole discretion.  Payment for any Notes validly tendered pursuant to the Tender Offer at each of the Early Settlement Date and Final Settlement Date remain subject to the conditions in the Statement, including, among other things, the Financing Condition. 

On July 16, 2021, the Requisite Consents were obtained. The Issuer, the Guarantors, the Trustee and the Security Agent executed a supplement to the Indenture (the "Supplemental Indenture") after 5:00 p.m., New York City time, on July 16, 2021. The Supplemental Indenture became effective upon its execution and delivery by the Issuer, the Guarantors, the Trustee and the Security Agent but provides that the Proposed Amendments will not become operative until the Issuer has accepted the Consents, has made arrangements to pay the Consent Payments and all conditions to the closing of a financing transaction that would satisfy the Financing Condition (other than the Proposed Amendments becoming operative) have been satisfied or waived by the Issuer in its sole discretion.

Subject to the conditions in the Statement, an aggregate cash payment representing a Consent Payment of $1.25 per $1,000 principal amount of Notes with respect to which the applicable Holder has provided its consent will be payable to Holders of the Notes who validly (i) delivered Consents at or prior to 5:00 p.m. on July 19, 2021 (the "Early Tender/Consent Deadline") (and did not validly revoke their Consents at or prior to the Early Tender/Consent Deadline), but did not tender their Notes in the Tender Offer or (ii) tendered Notes at or prior to the Early Tender/Consent Deadline (without validly withdrawing such tenders), including to the extent such Notes were not accepted for purchase pursuant to the Tender Offer due to proration, in each case subject to the terms and conditions of the Consent Solicitation. The payments are expected to be made promptly following the satisfaction or waiver of the conditions to consummation of the Tender Offer and the Consent Solicitation, including the Financing Condition (the "Initial Settlement Date").

No Consent shall be validly delivered, and therefore no Consent Payment shall be made, after the Early Tender/Consent Deadline.

Tender Offer

The Issuer hereby announces that $2,406,791,000 in aggregate principal amount of the Notes were validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadline. Such Notes will be accepted for repurchase up to the Maximum Tender Amount, subject to proration, at a price of $1,142.50 per $1,000 of principal amount of Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Initial Settlement Date, subject to the conditions set forth in the Statement. The Tender Offer is made upon the terms and conditions described in the Statement, including, among other things, the Financing Condition. 

Because the aggregate principal amount of all Notes tendered as of the Early Tender/Consent Deadline exceeds the Maximum Tender Amount, the aggregate principal amount of a Holder's validly tendered Notes accepted for purchase will be subject to proration.  The Issuer will determine the aggregate principal amount of a Holder's validly tendered Notes accepted for purchase on a pro rata basis based on the aggregate principal amount of Notes tendered in the Tender Offer.  Proration will be subject to maintaining $2,000 minimum denominations of Notes.  To determine proration, the principal amount of Notes tendered by a Holder to be prorated will be multiplied by the proration factor and rounded down to the nearest $1,000.  If, after applying the proration factor as described above, any Holder would be entitled to a credit or return of a portion of the tendered Notes which is less than the minimum authorized denomination for the Notes, then the Issuer may elect either to accept all of the Notes tendered by that Holder without proration or to reject the tender of such portion of the tendered Notes that would cause the Holder to be entitled to a credit or return that is less than the minimum authorized denomination for the Notes.

All payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase prior to the Early Tender/Consent Deadline will be made on the Initial Settlement Date. The Tender Offer is subject to the conditions set forth in the Statement.  The Issuer may waive any of these conditions in its sole discretion.

Because the aggregate principal amount of all Notes tendered as of the Early Tender/Consent Deadline exceeds the Maximum Tender Amount, the Issuer will not accept for purchase any Notes tendered after the Early Tender/Consent Deadline.

Jul 20 2021


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