Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Senior Unsecured Notes mature on
The Senior Unsecured Notes are fully and unconditionally guaranteed on an
unsecured basis, jointly and severally, by Carnival plc and certain of the
Corporation's and Carnival plc's subsidiaries. In the future, each of the
Corporation's and Carnival plc's subsidiaries (other than immaterial
subsidiaries) that guarantees certain other indebtedness of the Corporation,
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 Corporation, Carnival plc and their restricted subsidiaries 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 assets; and (vii) enter into certain transactions with their affiliates. These covenants are subject to a number of important limitations and exceptions. Additionally, upon the occurrence of specified change of control triggering events, the Corporation shall offer to repurchase the Senior Unsecured Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The Indenture sets forth certain events of default after which the Senior Unsecured Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Corporation, Carnival plc, any of our or Carnival plc's significant subsidiaries or any group of our or Carnival plc's subsidiaries that, taken together, would constitute a significant subsidiary after which the Senior Unsecured Notes become automatically due and payable.
The Senior Unsecured Notes were offered only to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), or to non-U.S. investors in
reliance on Regulation S under the Securities Act. The Senior Unsecured Notes
were not, and will not be, registered under the Securities Act or any state
securities laws and may not be offered or sold in
The description of the Indenture and the Senior Unsecured Notes above is qualified in its entirety by reference to the text of the Indenture and the form of Senior Unsecured Note attached thereto, which will be filed with the next periodic report of the Corporation and Carnival plc.
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
The Corporation and Carnival plc and their respective subsidiaries are referred
to collectively in this this Current Report on Form 8-K, including the Exhibits
hereto (collectively, this "document"), as "
Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:
· Pricing · Net cruise costs, excluding fuel per available lower berth day · Booking levels · Estimates of ship depreciable lives and residual values · Occupancy ·Goodwill , ship and trademark fair values · Interest, tax and fuel · Liquidity and credit ratings expenses · Currency exchange rates · Adjusted earnings per share · Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
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, the COVID-19 outbreak. 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, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations. The current, and uncertain future, impact of the COVID-19 outbreak, 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
· As a result of the COVID-19 outbreak, we may be out of compliance with a
maintenance covenant in certain of our debt facilities, for which we have waivers for the period throughNovember 30, 2021 with the next testing date ofFebruary 28, 2022
· World events impacting the ability or desire of people to travel may lead to a
decline in demand for cruises
· Incidents concerning our ships, guests or the cruise vacation industry as well
as adverse weather conditions and other natural disasters may 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 may lead to litigation, enforcement actions, fines, penalties, and reputational damage
· 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, including the recent ransomware incident, and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and lead to reputational damage
· Ability to recruit, develop and retain qualified shipboard personnel who live
away from home for extended periods of time may adversely impact our business
operations, guest services and satisfaction
· Increases in fuel prices, changes in the types of fuel consumed and
availability of fuel supply may adversely impact our scheduled itineraries and
costs
· 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
· Geographic regions in which we try to expand our business may be slow to
develop or ultimately not develop how we expect
· Inability to implement our shipbuilding programs and ship repairs, maintenance
and refurbishments may adversely impact our business operations and the satisfaction of our guests
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release ofCarnival Corporation and Carnival plc datedNovember 25, 2020 (relating to the closing of the Notes Offerings) 104 Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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