Item 8.01 Other Events.

On November 13, 2020, Carnival Corporation completed the sale of 94.5 million shares of Carnival Corporation common stock under its $1.5 billion "at-the-market" equity offering program (the "November ATM Offering") that was announced on November 10, 2020. The November ATM Offering is in addition to the sale of 67.1 million shares of Carnival Corporation common stock under its $1.0 billion "at-the-market" equity program which was completed on October 30, 2020 (the "October ATM Offering" and together with the November ATM Offering, the "ATM Offerings"). As previously disclosed, the net proceeds from the ATM Offerings will be used for general corporate purposes.

PJT Partners is serving as independent financial advisor to Carnival Corporation.

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 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

· Net cruise costs, excluding fuel condition and results of operations


    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 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.

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