Item 1.01 Entry into a Material Definitive Agreement.

On August 22, 2022, Carnival Corporation (together with Carnival plc, the "Company," "we," "us," or "our") closed its previously announced exchange of approximately $339 million in aggregate principal amount of Carnival Corporation's outstanding 5.75% Convertible Senior Notes due 2023 (the "Existing Notes") for $339 million in aggregate principal amount of Carnival Corporation's new 5.75% Convertible Senior Notes due 2024 (the "New Notes" and such exchange, the "Exchange"). The New Notes have the same initial conversion price as the Existing Notes, representing no dilution to shareholders at scheduled maturity versus the Existing Notes, the same coupon and no upfront cost to the Company.

The New Notes were issued pursuant to an Indenture, dated as of August 22, 2022 (the "Indenture"), among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The New Notes will pay interest semi-annually on April 1 and October 1 of each year, beginning on October 1, 2022, and interest on the New Notes will accrue from April 1, 2022. The New Notes are senior unsecured obligations of Carnival Corporation and will mature on October 1, 2024, unless earlier converted, redeemed or repurchased. No sinking fund is provided for the New Notes.

The New Notes are fully and unconditionally guaranteed on a senior unsecured basis by Carnival plc and certain of Carnival Corporation's and Carnival plc's subsidiaries that guarantee substantially all of Carnival Corporation's indebtedness (the "Subsidiary Guarantors"). In the future, each of Carnival Corporation's or Carnival plc's subsidiaries (other than the Subsidiary Guarantors) that becomes an issuer, borrower, obligor or guarantor under certain other indebtedness for borrowed money of Carnival Corporation, Carnival plc or any other Subsidiary Guarantor, in each case, in an aggregate principal amount in excess of $250 million, will guarantee the New Notes; provided, that any such subsidiary will not be required to become a guarantor if such subsidiary would not be required to provide a guarantee under certain of Carnival Corporation's, Carnival plc's, or any Subsidiary Guarantor's capital markets indebtedness (excluding the Existing Notes).

The New Notes are convertible by holders, subject to the conditions described below, into cash, shares of the common stock, par value $0.01 per share, of Carnival Corporation (the "Common Stock"), or a combination thereof, at Carnival Corporation's election. The initial conversion rate of the New Notes is 100.0000 shares of Common Stock per $1,000 principal amount of New Notes, equivalent to an initial conversion price of approximately $10.00 per share of Common Stock. The conversion rate is subject to customary anti-dilution adjustments but will not be adjusted for any accrued and unpaid interest. In addition, holders who elect to convert their New Notes in connection with certain corporate events or a notice of a tax redemption are, under certain circumstances, entitled to convert at an increased conversion rate.

The New Notes are convertible at any time until August 31, 2022. After August 31, 2022, the New Notes are convertible at any time prior to the close of business on the business day immediately preceding July 1, 2024 only under the following circumstances:

(1) during any fiscal quarter of Carnival Corporation commencing after the fiscal


     quarter ending on August 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 of
     Carnival 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 July 1, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their New Notes at any time.

If Carnival Corporation undergoes certain corporate events (each, a "fundamental change"), subject to certain conditions, holders may require Carnival Corporation to repurchase for cash all or any portion of their New Notes at a price equal to 100% of the principal amount of the New Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Carnival Corporation may not redeem the New Notes after June 30, 2024. Carnival Corporation may redeem the New Notes, in whole but not in part, at any time on or prior to June 30, 2024, upon giving not less than 45 nor more than 65 scheduled trading days' prior written notice to the holders of the New Notes, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the redemption date, if Carnival Corporation or any guarantor would have to pay any additional amounts on the New Notes due to a change in tax laws, regulations or rulings or . . .

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 Equity Securities.

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 August 22, 2022, Carnival Corporation and Carnival plc issued a press release announcing the closing of the Exchange. A copy of the press release announcing the closing of the Exchange is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this Current Report on Form 8-K, including the Exhibits hereto (collectively, this "document"), as "Carnival Corporation & plc," "our," "us" and "we." Some of the statements, estimates or projections contained in this document are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from 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 facts are statements that could be deemed 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, whenever possible, to identify these statements by using words like "will," "may," "could," "should," "would," "believe," "depends," "expect," "goal," "aspiration," "anticipate," "forecast," "project," "future," "intend," "plan," "estimate," "target," "indicate," "outlook," and similar expressions of future intent or the negative of such terms.

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 of Ukraine, 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 Carnival Corporation's and Carnival plc's Annual


   Report on Form 10-K filed with the SEC on January 27, 2022 and Carnival
   Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
   SEC on March 28, 2022 and June 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 of August 22, 2022, by and between Carnival
              Corporation, Carnival plc, the subsidiary guarantors party thereto and
              U.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 of Carnival Corporation and Carnival plc dated August
              22, 2022.
104           Cover Page Interactive Data File (embedded with the Inline XBRL
              document).

© Edgar Online, source Glimpses