Item 8.01 Other Events.
As previously announced, on
On
PJT Partners is serving as independent financial advisor to the Corporation.
The New ATM Offering was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File Nos.
333-322555 and 333-332555-01 ) (the "Registration Statement") filed by
the Corporation and
A copy of the Joinder Agreement is attached hereto as Exhibit 1.1, and the descriptions of the material terms of the Joinder Agreement in this Item 8.01 are qualified in their entirety by reference to such Exhibit, which is incorporated by reference into this Current Report on Form 8-K and the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock under the Equity Distribution Agreement nor shall there be any sale of such shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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 · Estimates of ship depreciable lives and residual values · Booking levels · Goodwill, ship and trademark fair values · Occupancy · Liquidity and credit ratings · Interest, tax and · Adjusted earnings per share fuel expenses · Currency exchange · The impact of the COVID-19 coronavirus global rates 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
· 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 No. Description 1.1 Amendment No. 1 to the Equity Distribution Agreement, dated as ofNovember 12, 2020 , among Carnival Corporation,Carnival plc and the financial institutions named therein. 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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