Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Senior Priority Notes will pay interest semi-annually on
The Company expects to initially use the net proceeds of the offering to repay amounts drawn under the revolving credit facility, which remains available for future principal payments on debt and for general corporate purposes.
PJT Partners served as independent financial advisor to
The Senior Priority Notes are unsecured and are fully and unconditionally
guaranteed on an unsecured basis, jointly and severally, by the Company,
Carnival plc and certain of the Company's and Carnival plc's subsidiaries that
guarantee substantially all of the Company's indebtedness. In the future, each
of the Company's and Carnival plc's subsidiaries (other than immaterial
subsidiaries) that guarantees certain other indebtedness of the Issuer, the
Company, Carnival plc or any other guarantor, including, in each case,
indebtedness in an aggregate principal amount in excess of
On or after
The Indenture contains covenants that limit the ability of the Company, Carnival plc and their restricted subsidiaries, including the Issuer, to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create liens on assets; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their or the Issuer's assets; and (vii) enter into certain transactions with their affiliates.
The Indenture also contains covenants specific to the Issuer that (i) require the Issuer, the Company or Carnival plc to offer to repurchase an aggregate principal amount of the Senior Priority Notes equaling up to 100% of the net cash proceeds received from an event of loss or asset sale with respect to any Subject Vessel, subject to certain exceptions; (ii) limit the Issuer's ability to incur pari unsecured debt or pari subordinated debt unless certain loan-to-value tests are satisfied (subject to limited exceptions for refinancing indebtedness) or (iii) guarantee any indebtedness of the Company, Carnival plc or any restricted subsidiary thereof. In addition, the Indenture requires that, prior to the date that all of the Subject Vessels are contributed to the Issuer, the Issuer will retain, solely for its own account, the net proceeds from the issuance of the Senior Priority Notes in the form of cash or cash equivalents; provided that the Issuer may transfer such net proceeds to the Company or any other restricted subsidiary in an amount up to 25% of the aggregate net book value of the Subject Vessels that have been contributed to the Issuer if the Issuer has received Subject Vessels equaling at least 75% of the aggregate net book value of the 12 Subject Vessels. The Indenture permits the contribution or transfer to the Issuer of additional Subject Vessels, including for the purpose of satisfying certain loan-to-value ratio tests, and the Indenture permits the contribution or transfer to the Issuer of substitution Subject Vessels in lieu of one or more of the twelve Subject Vessels, provided that any such substitution Subject Vessel has a net book value, as of the date of the Indenture (or, in the case of any substitution Subject Vessel not owned by the Company, Carnival plc or any of their restricted subsidiaries as of the date of the Indenture, as of the date of acquisition of such Subject Vessel), that is no less than the net book value of the vessel or vessels they are substituted for.
These covenants are subject to a number of important limitations and exceptions.
Many of the covenants contained in the Indenture will "fall away" permanently
and will no longer apply if, on any date following
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 Senior Unsecured Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K and is 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, and in the future may continue to 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 , inflation, higher fuel prices, higher interest rates 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 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 ,June 29, 2022 andSeptember 30, 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 report, 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 report 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 10.1 Indenture dated as ofOctober 25, 2022 , amongCarnival Holdings (Bermuda ) Limited, as issuer,Carnival Corporation , Carnival plc, the other Guarantors party thereto andU.S. Bank Trust Company, National Association , as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028. 99.1 Press release ofCarnival Corporation and Carnival plc datedOctober 25, 2022 (relating to the closing of the Senior Priority Notes). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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