Item 8.01. Other Events.
Equity Offering and Repurchase of Convertible Notes
On November 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 the Securities 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 $536.7 million principal amount
of the Corporation's Convertible Notes will remain outstanding.
On November 23, 2020, the Corporation issued a press release announcing the
closing of the offering which is attached hereto as Exhibit 99.1, the text of
which is incorporated herein by reference.
Copies of the opinions of Tapia, Linares y Alfaro, Maples and Calder and
Freshfields Bruckhaus Deringer LLP relating to the legality of the issuance and
sale of the Shares are attached as Exhibits 5.1, 5.2 and 5.3, respectively,
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 November 30, 2021 with the next testing date of
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
· 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
· 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
· Fluctuations in foreign currency exchange rates may adversely impact our
· 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.
5.1 Opinion of Tapia, Linares y Alfaro.
5.2 Opinion of Maples and Calder.
5.3 Opinion of Freshfields Bruckhaus Deringer LLP.
99.1 Press release of Carnival Corporation and Carnival plc dated November
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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