Statement re convertible senior debenture
CARNIVAL CORPORATION PRICES
CONVERTIBLE SENIOR DEBENTURE OFFERING
MIAMI (04/23/03) - Carnival Corporation (NYSE:CCL) today announced that it has
priced an offering of $773 million in aggregate principal amount at maturity of
its 1.75 percent convertible senior debentures due 2033, resulting in $500
million gross proceeds to Carnival Corporation. In connection with the
offering, Carnival Corporation has granted to the initial purchaser an
over-allotment option to purchase up to an additional $116 million aggregate
principal amount at maturity of such debentures, resulting in $75 million gross
proceeds to Carnival Corporation.
Interest on the debentures will be payable in cash in arrears semi-annually
through to April 29, 2008. Thereafter, the principal amount of the debentures
will accrete semi-annually at a rate of 1.75 percent per year to maturity. The
debentures will be convertible into shares of Carnival Corporation common stock
under specified circumstances at a conversion rate which is subject to
adjustment. Initially, the base conversion price is $53.11, reflecting a
conversion premium of 93 percent over Carnival Corporation's closing stock
price of $27.52 on April 22, 2003. If Carnival Corporation's common stock price
at the time of conversion exceeds the base conversion price, holders of the
debentures will be entitled to receive up to 11.3258 additional shares of
Carnival Corporation common stock per $1,000 principal amount debenture at
maturity. In any event, and subject to standard anti-dilution provisions, each
debenture will not be convertible into more than 23.5058 shares of Carnival
Corporation common stock per $1,000 principal amount debenture at maturity. The
debentures are to be guaranteed by Carnival plc (LSE: CCL, NYSE: CUK) (formerly
P&O Princess Cruises plc, which was combined with Carnival Corporation under a
dual listed company transaction completed April 17, 2003). The offering is
expected to close on April 29, 2003.
The debentures and the Carnival plc guarantee will be issued in an offering
exempt from registration under the Securities Act of 1933. Net proceeds from
the offering will be used for general corporate purposes, including financing
Carnival Corporation's shipbuilding program and other capital commitments.
Neither the convertible senior debentures, the Carnival plc guarantee nor the
shares of common stock issuable upon conversion of the debentures have been
registered under the Securities Act, and such securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
This communication is directed only at persons outside the United Kingdom and
may not be acted upon by persons in the United Kingdom.
NOTE: Cautionary note concerning factors that may affect future results
Certain statements in this announcement are "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Carnival Corporation and Carnival plc have tried, wherever possible, to
identify such statements by using words such as "will," "may," "anticipate,"
"estimates," "assume," "believe," "expect," "forecast," "future," "intend,"
"plans" and words and terms of similar substance in connection with any
discussion of future operating or financial performance. Because
forward-looking statements, including those which may impact the forecasting of
Carnival Corporation's and Carnival plc's net revenue yields, booking levels,
pricing, occupancy, operating, financing and tax costs, estimates of ship
depreciable lives and residual values, or business prospects, involve risks and
uncertainties, there are many factors that could cause Carnival Corporation's
and Carnival plc's actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking statements.
Such factors include, among others, the following: general economic and
business conditions, which may impact levels of disposable income of consumers
and the net revenue yields for Carnival Corporation's and Carnival plc's cruise
brands; conditions in the cruise and land-based vacation industries, including
vacation industry competition and increases in capacity offered by cruise ship
and land-based vacation alternatives; effects on consumer demand of the
international political and economic climate, and armed conflict, terrorist
attacks, adverse publicity and the availability of air service; continued
availability of attractive port destinations; changes in environmental, health,
safety, security and other regulatory regimes under which Carnival operates;
Carnival Corporation's and Carnival plc's ability to obtain financing on terms
that are favorable or consistent with their expectations; Carnival
Corporation's and Carnival plc's financial and contractual counterparties'
ability to perform; Carnival Corporation's and Carnival plc's ability to
implement their shipbuilding programs and brand strategies and to continue to
expand their businesses worldwide; Carnival Corporation's and Carnival plc's
ability to attract and retain shipboard crew and maintain good relations with
employee unions; the impact of changes in operating and financing costs,
including changes in foreign currency and interest rates and increases in food,
fuel, insurance and security costs; weather patterns and natural disasters;
accidents and other incidents at sea affecting the health, safety, security and
vacation satisfaction of passengers; Carnival Corporation's and Carnival plc's
ability to successfully implement cost improvement plans and to integrate
business acquisitions; the continuing financial viability of Carnival
Corporation's and Carnival plc's travel agent distribution system; and the
ability of a small group of shareholders effectively to control the outcome of
shareholder voting. Forward-looking statements should not be relied upon as a
prediction of actual results. Subject to any continuing obligations under
applicable laws, Carnival Corporation and Carnival plc expressly disclaim any
obligation to disseminate 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:
Sophie Fitton/Sarah Tovey
Brunswick Group
44 20 7404 5959
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