CARNIVAL CORPORATION Item 8.01. Other Events.
Equity Offering and Repurchase of Convertible Notes
OnNovember 23, 2020 ,Carnival Corporation (the "Corporation") and Carnival plc closed a registered direct offering of 10.4 million shares of the Corporation's common stock at a price of$17.59 per share to a holder of its 5.75% Convertible Senior Notes due 2023 (the "Convertible Notes"). The Corporation used the proceeds from this closing to repurchase$90.8 million principal amount of its Convertible Notes in a privately negotiated transaction. The offer and sale of the shares were made pursuant to a registration statement on Form S-3 (File Nos. 333-322555 and 333-332555-01) filed by the Corporation and Carnival plc with theSecurities and Exchange Commission under the Securities Act of 1933, as amended, and the prospectus supplement thereunder related to the closing.
Following the note repurchase, an aggregate of
On
Copies of the opinions of Tapia,
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 and Section 21E of the Securities Exchange Act of 1934. 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," "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 · Estimates of ship depreciable lives and residual values · Booking levels · Goodwill, ship and trademark fair values · Occupancy · Liquidity and credit ratings · Interest, tax and fuel expenses · Adjusted earnings per share · Currency exchange rates ·
The impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
· Net cruise costs, excluding fuel per available lower berth day 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 through
February 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; and
· 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 Description No. 5.1 Opinion of Tapia,Linares y Alfaro . 5.2 Opinion ofMaples and Calder . 5.3 Opinion ofFreshfields Bruckhaus Deringer LLP . 99.1 Press release ofCarnival Corporation and Carnival plc datedNovember 23, 2020 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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