Item 8.01 Other Events.
Notes Offering
On
August 14, 2020, Carnival Corporation and Carnival plc (together, the “Company,” “we,” “us,”
or “our”) issued a press release announcing that Carnival Corporation has priced the private offering of its $900 million
aggregate principal amount of 9.875% second-priority senior secured notes due 2027 (the “Notes”). A copy of the
press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Carnival
Corporation expects to use the net proceeds from the offering of the Notes for general corporate purposes and to pay fees and expenses
relating thereto.
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 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:
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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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Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
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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 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, growth, reputation, litigation, cash flows, liquidity, and stock price
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As a result of the COVID-19
outbreak, we have paused our guest cruise operations, and if we are unable to re-commence normal operations in the near-term,
we may be out of compliance with a maintenance covenant in certain of our debt facilities as of May 31, 2021
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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.