Item 1.01 Entry into a Material Definitive Agreement.
On
The New Notes were issued pursuant to an Indenture, dated as of
The New Notes are fully and unconditionally guaranteed on a senior unsecured
basis by Carnival plc and certain of
The New Notes are convertible by holders, subject to the conditions described
below, into cash, shares of the common stock, par value
The New Notes are convertible at any time until
(1) during any fiscal quarter of
quarter ending onAugust 31, 2022 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter ofCarnival Corporation is greater than or equal to 130% of the conversion price on each applicable trading day;
(2) during the five business day period after any five consecutive trading day
period (the "measurement period") in which the trading price per$1,000 principal amount of New Notes for each trading day if the measurement period was less than 98% of the product of the last reported sale price per share of Common Stock and the conversion rate on each such trading day;
(3) prior to the close of business on the second scheduled trading day
immediately preceding any tax redemption date; or
(4) upon the occurrence of specified corporate events.
On or after
If
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the New Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information required by Item 3.02 relating to the sale of the New Notes and the issuance of the Common Stock upon conversion of the New Notes is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
Cautionary Note Concerning Factors That May Affect Future Results
Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:
· Pricing · Goodwill, ship and trademark fair values · Booking levels · Liquidity and credit ratings · Occupancy · Adjusted earnings per share · Interest, tax and · Return to guest cruise operations fuel expenses · Currency exchange · Impact of the COVID-19 coronavirus global rates pandemic on our financial condition and results of operations · Estimates of ship depreciable lives and residual values
Because forward-looking statements involve risks and uncertainties, there are many factors that 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 of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which 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 the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, reputation, litigation, cash flows, liquidity, and stock price;
· events and conditions around the world, including war and other military
actions, such as the current invasion ofUkraine , heightened inflation and other general concerns impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for cruises, impacting our operating costs and profitability;
· incidents concerning our ships, guests or the cruise vacation industry have in
the past and may, in the future, impact the satisfaction of our guests and crew
and lead to reputational damage;
· changes in and non-compliance with laws and regulations under which we operate,
such as those relating to health, environment, safety and security, data privacy and protection, anti-corruption, economic sanctions, trade protection and tax have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage;
· factors associated with climate change, including evolving and increasing
regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business;
· inability to meet or achieve our sustainability related goals, aspirations,
initiatives, and our public statements and disclosures regarding them, may
expose us to risks that may adversely impact our business;
· breaches in data security and lapses in data privacy as well as disruptions and
other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage;
· the loss of key employees, our inability to recruit or retain qualified
shoreside and shipboard employees and increased labor costs could have an
adverse effect on 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 scheduled itineraries and
costs;
· we rely on supply chain vendors who are integral to the operations of our
businesses. These vendors and service providers are also affected by COVID-19 and may be unable to deliver on their commitments which could impact our business;
· fluctuations in foreign currency exchange rates may adversely impact our
financial results;
· overcapacity and competition in the cruise and land-based vacation industry may
lead to a decline in our cruise sales, pricing and destination options;
· inability to implement our shipbuilding programs and ship repairs, maintenance
and refurbishments may adversely impact our business operations and the
satisfaction of our guests; and
· the risk factors included in
Report on Form 10-K filed with theSEC onJanuary 27, 2022 andCarnival Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with theSEC onMarch 28, 2022 andJune 29, 2022 .
The ordering of the risk factors set forth 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 obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, 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. Forward-looking and other statements in this document may also address our sustainability progress, plans, and
goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofAugust 22, 2022 , by and betweenCarnival Corporation , Carnival plc, the subsidiary guarantors party thereto andU.S. Bank Trust Company, National Association , as Trustee. 4.2 Form of 5.75% Convertible Senior Note due 2024 (included in Exhibit 4.1). 99.1 Press release ofCarnival Corporation and Carnival plc datedAugust 22, 2022 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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