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Carnival Corporation & plc Priced 57.4M Share Registered Direct Offering @$18.05/Share to a Limited Number of Holders of Its 5.75% Convertible Senior Notes Due 2023

Carnival Corporation & plc ((NYSE: CCL, NYSE:CUK) announced that Carnival Corporation (the "Corporation") priced a registered direct offering (the "Offering") of an aggregate of 57,426,860 shares (the "Shares") of its common stock at a price of $18.05 per share to a limited number of holders (the "Holders") of its 5.75% Convertible Senior Notes due 2023 (the "Convertible Notes").

· 11/18/2020 05:32
Carnival Corporation & plc ((NYSE: CCL, NYSE:CUK) announced that Carnival Corporation (the "Corporation") priced a registered direct offering (the "Offering") of an aggregate of 57,426,860 shares (the "Shares") of its common stock at a price of $18.05 per share to a limited number of holders (the "Holders") of its 5.75% Convertible Senior Notes due 2023 (the "Convertible Notes"). The Corporation intends to use the proceeds from the Offering to repurchase from such Holders an aggregate of $499,364,000 principal amount of its Convertible Notes (the "Note Repurchases," and collectively with the Offering, the "Transactions") in privately negotiated transactions. On a net basis, the Corporation will not receive any proceeds from the Transactions and will pay customary fees and expenses in connection therewith. Therefore, the Transactions will not have a material impact on the Corporation's cash position. Following the Note Repurchases, an aggregate of $627,547,000 principal amount of the Corporation's Convertible Notes will remain outstanding. The Offering is expected to close on November 19, 2020 (except with respect to 8.2 million Shares which is expected to close on November 20, 2020), subject to customary closing conditions. The Note Repurchases are expected to close promptly following the closing of the Offering (except with respect to $71.5 million aggregate principal amount of the Note Repurchases which is expected to close on November 20, 2020), subject to customary closing conditions. Goldman Sachs & Co. LLC is acting as the exclusive placement agent for the Offering. PJT Partners LP is serving as independent financial advisor to the Corporation for the Transactions.