Item 3.02 Unregistered Sales of
The information required by Item 3.02 relating to the sale of the 2024 Notes (as defined herein) and the issuance of the Common Stock (as defined herein) upon conversion of the 2024 Notes is contained in Item 8.01 of this current report and incorporated herein by reference.
Item 8.01 Other Events.
On
The 2024 Notes were issued pursuant to the Indenture, dated as of
The 2024 Notes will pay interest semi-annually on
The 2024 Notes are convertible by holders, subject to the conditions set forth
in the Indenture, into cash, shares of the common stock, par value
PJT Partners served as independent financial advisor to Carnival Corporation & plc.
The foregoing descriptions of the 2024 Notes, the Indenture and the First
Supplemental Indenture do not purport to be complete and are qualified in their
entirety by reference to the Indenture (which includes the form of the 2024
Note) and the First Supplemental Indenture. A copy of the First Supplemental
Indenture is filed as Exhibit 4.1 to this current report; a copy of the
Indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K
filed with the
the exemption from registration provided by Section 3(a)(9) of the Securities
Act. The offer and sale of the 2024 Notes to certain holders of the 2023 Notes
did not involve a public offering, the solicitation of offers for the 2024 Notes
was not done by any form of general solicitation or general advertising, and
offers for the 2024 Notes were only solicited from persons believed to be
"qualified institutional buyers" within the meaning of Rule 144A promulgated
under the Securities Act. The 2024 Notes and any Common Stock that may be issued
upon conversion of the 2024 Notes will not be registered under the Securities
Act, and may not be offered or sold in
This current report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
On
Cautionary Note Concerning Factors That May Affect Future Results
Carnival Corporation and
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 Carnival Corporation's and
Report on Form 10-K filed with theSEC onJanuary 27, 2022 and Carnival Corporation's andCarnival 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 4.1 First Supplemental Indenture, dated as ofNovember 1, 2022 , among Carnival Corporation,Carnival plc , the subsidiary guarnators party thereto andU.S. Bank Trust Company, National Association , as trustee, relating to the issuance of additional 5.75% Convertible Senior Notes due 2024. 99.1 Press release of Carnival Corporation andCarnival plc datedNovember 1, 2022 (relating to the closing of the Exchange). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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