Item 8.01 Other Events.
Equity and Notes Offerings
On
April 1, 2020, Carnival Corporation and Carnival plc (together, the “Company,” “we,”
“us,” or “our”) issued a press release announcing that the Company has priced the previously
announced underwritten public offering of 62,500,000 shares of common stock, par value $0.01 per share, of Carnival
Corporation, at a price of $8.00 per share (the “Equity Offering”). BofA Securities, Goldman Sachs & Co.
LLC and J.P. Morgan are acting as joint book-running managers for the Equity Offering. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On
April 1, 2020, the Company issued a press release announcing that the Company has priced the previously announced private offerings
of $4 billion 11.500% first-priority senior secured notes due 2023 of Carnival Corporation (the “Secured Notes”)
and $1.75 billion 5.75% senior convertible notes due 2023 of Carnival Corporation (the “Convertible Notes” and,
together with the Secured Notes, the “Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
The
Company expects to use the net proceeds from the offering of the Notes and the Equity Offering for general corporate purposes
and to pay fees and expenses relating thereto. None of the closings of the offering of Secured Notes, the offering of the
Convertible Notes or the Equity Offering is conditioned upon the closing of any of the other offerings or vice versa.
The
Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant
to Regulation S. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities
Act and applicable state laws.
This
Current Report on Form 8–K shall not constitute an offer to sell or a solicitation of an offer to buy shares of common stock,
the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful.
Cautionary Note Concerning Factors That May Affect Future Results
Carnival Corporation and Carnival plc and their
respective subsidiaries are referred to collectively in this this Current Report on Form 8-K, including Exhibits 99.1 and 99.2
(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, growth, 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:
• Net revenue yields
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• Net cruise costs, excluding fuel per available lower berth day
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• Booking levels
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• Estimates of ship depreciable lives and residual values
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• Pricing and occupancy
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• Goodwill, ship and trademark fair values
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• Interest, tax and fuel expenses
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• Liquidity
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• Currency exchange rates
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• Adjusted earnings per share
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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:
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COVID-19 has had, and will continue to have, a materially adverse impact on our financial condition and operations, which impacts
our ability to obtain acceptable financing to fund any resulting shortfalls 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),
will continue to impact our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity, and stock price
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World events impacting the ability or desire of people to travel may lead to a decline in demand for cruises
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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
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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
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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 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
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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
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Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled
itineraries and costs
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Fluctuations in foreign currency exchange rates may adversely impact our financial results
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Overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing
and destination options
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Geographic regions in which we try to expand our business may be slow to develop or ultimately not develop how we expect
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Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our
business operations and the satisfaction of our guests
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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.