Item 8.01. Other Events.
Equity Offering
and Repurchase of Convertible Notes
On November 19,
2020, Carnival Corporation (the “Corporation”) and Carnival plc closed a registered direct offering of 49.2 million
shares of the Corporation’s common stock at a price of $18.05 per share to a limited number of holders of its 5.75% Convertible
Senior Notes due 2023 (the “Convertible Notes”). The Corporation used the proceeds from this closing to repurchase
$427.9 million principal amount of its Convertible Notes in privately negotiated transactions.
The Corporation
expects to close an additional 8.2 million shares as part of the registered direct offering on November 20, 2020. The Corporation
intends to use the proceeds from the November 20, 2020 closing to repurchase an additional $71.5 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 closings.
Following these
note repurchases, an aggregate of $627.5 million principal amount of the Corporation’s Convertible Notes will remain outstanding.
On November 19,
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, hereto.
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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Pricing
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Estimates of ship depreciable lives and residual values
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Booking levels
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Goodwill, ship and trademark fair values
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Occupancy
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Liquidity and credit ratings
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Interest, tax and fuel expenses
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Adjusted earnings per share
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Currency exchange rates
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The impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
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Net cruise costs, excluding fuel per available lower berth day
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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, reputation, litigation, cash flows, liquidity,
and stock price;
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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;
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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, 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;
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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; and
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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.